S-8

As filed with the Securities and Exchange Commission
on September 27, 1994
                                      Registration No. 33-_____
                                                                  
                                                                  
                     
          SECURITIES AND EXCHANGE COMMISSION

                  Washington, D.C.  20549
                      ______________
                         FORM S-8
                    REGISTRATION STATEMENT
                         UNDER
                  THE SECURITIES ACT OF 1933
                      _______________

                  LSI LOGIC CORPORATION
     (Exact name of issuer as specified in its charter)

    DELAWARE                               94-2712976
(State of Incorporation)      (I.R.S. Employer Identification No.)

                  1551 McCarthy Boulevard
                Milpitas, California  95035
           (Address of Principal Executive Offices)

               EMPLOYEE STOCK PURCHASE PLAN
                 (Full title of the Plan)

                     David E. Sanders
                Vice President, General Counsel
                    LSI LOGIC CORPORATION
      1551 McCarthy Boulevard, Milpitas, California  95035
                       (408) 433-8000
     (Name, address and telephone number of agent for service)

                CALCULATION OF REGISTRATION FEE
 _________________________________________________________________
Title of                Proposed        Proposed
Securities  Amount      Maximum         Maximum       Amount of
to be        to be     Offering Price    Aggregate     Registration 
Registered  Registered  Per Unit*     Offering Price*     Fee
_________________________________________________________________
Common
 Stock   700,000 shares   $33.75       $23,625,000    $8,145.90
_________________________________________________________________
*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $33.75 per share,
which was the average of the high and low prices of the Common
Stock on the New York Stock Exchange, Inc. on September 22, 1994.
                                                                  
                                                                  
                       

                                  Part II
                       INFORMATION REQUIRED IN THE 
                          REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore
filed with the Securities and Exchange Commission:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1994 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

     (b)  The Company's definitive proxy statement dated March
25, 1994, in connection with the Company's Annual Meeting of
Stockholders held May 6, 1994 filed pursuant to Section 14, of
the 1934 Act;

     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1994 filed pursuant to Section 13 of the
1934 Act;

     (e)  The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed on
August 29, 1989, pursuant to Section 12(b) of the 1934 Act;

     (f) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration Statement
on Form 8-A filed on November 21, 1988, pursuant to Section 12(g)
of the 1934 Act.

     All documents filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the 1934 Act on or after the date
of this Registration Statement and 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 in this
Registration Statement and to be part hereof from the date of
filing such documents.

Item 4.   Description of Securities.
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's Board of
Directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933. 
Section 11 of the Certificate of Incorporation and Article VI of
the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the Delaware General
Corporation Law.  Persons covered by these indemnification
provisions include current and former directors, officers,
employees and other agents of the Company, as well as persons,
who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.  In addition, the
Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed
to indemnify such individuals and to advance expenses incurred
in defending any action or proceeding to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

 Exhibit
 Number 
3.1(1)    Restated Certificate of Incorporation of the Company    
          filed May 4, 1987.
4.1       Employee Stock Purchase Plan
4.2(2)    Stockholder Rights Plan dated November 16, 1988.
5.1       Opinion of Counsel as to legality of securities being   
          registered.
23.1      Consent of Independent Accountants.
23.2      Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1      Power of Attorney (see page 6).
__________________________
(1)  Incorporated by reference to exhibits filed with the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 26, 1988.
(2)  Incorporated by reference to exhibits filed with the
Company's Form 8-A filed on November 21, 1988.

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 to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement of any material change to such
information in the 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 Delaware General Corporation Law, the By-Law provisions,
Section 11 of the Certificate of Incorporation of the registrant
and the indemnification agreements described above in Item 6, 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 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
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
hereunder, 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 Act and will be governed by the final
adjudication of such issue.




                                SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
Registrant, LSI Logic Corporation, a corporation organized and
existing under the laws of the State of Delaware, certifies that
it has reasonable ground 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 Milpitas,
State of California, on this 26th day of September, 1994.


                             LSI LOGIC CORPORATION


                              By: /s/  Albert A. Pimentel         
     
                             Albert A. Pimentel
                             Senior Vice President, Finance and
                                 Chief Financial Officer

































                             POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilfred J.
Corrigan and Albert A. Pimentel, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any 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 each of said attorneys-in-fact, or his
substitute or substitutes, may 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            Title                    Date

/s/ Wilfred J. Corrigan    Chief Executive     September 26, 1994
________________________   Officer and
(Wilfred J. Corrigan)      Chairman of the
                           Board of Directors
                           (Principal Executive
                           Officer)

/s/ Albert A. Pimentel     Senior Vice         September 26, 1994
________________________   President, Finance
 (Albert A. Pimentel)      and Chief Financial
                           Officer (Principal
                           Financial and
                           Accounting Officer)

/s/ T.Z. Chu               Director            September 26, 1994
________________________             
(T.Z. Chu)


/s/ Malcolm R. Currie      Director            September 26, 1994
________________________      
 (Malcolm R. Currie)


/s/ James H. Keyes         Director            September 26, 1994
________________________        
 (James H. Keyes)


/s/ R. Douglas Norby       Director            September 26, 1994
________________________       
 (R. Douglas Norby)


                       EXHIBIT INDEX



Exhibit Number      Description                                   

4.1                Employee Stock Purchase Plan

5.1                Opinion of Counsel as to legality of
                    securities being registered

23.1                Consent of Independent Accountants

23.2                Consent of Counsel

24.1                Power of Attorney

EX-4.1

                          EXHIBIT 4.1

                     LSI LOGIC CORPORATION
                  EMPLOYEE STOCK PURCHASE PLAN



     The following constitute the provisions of the Employee
Stock Purchase Plan (herein called the "Plan") of LSI Logic
Corporation (herein called the "Company".)


1.   PURPOSE

The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll
deductions.  It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of
the Internal Revenue Code of 1986.  The provisions of the Plan
shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of
that section of the Code.


2.   DEFINITIONS

     (a)  "Board" shall mean the Board of Directors of the
Company.

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

     (c)  "Common Stock" shall mean the Common Stock, $.01 par
value, of the Company.
 
     (d)  "Company" shall mean LSI Logic Corporation, a Delaware
corporation.

     (e)  "Compensation" shall mean all regular straight time
earnings, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses, commissions
or other compensation.

     (f)  "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of a leave of absence agreed
to in writing by the Company, provided that such leave is for a
period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

     (g)  "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.

     (h)  "Employee" shall mean any person, including an officer,
who is customarily employed for at least twenty (20) hours per
week and more than five (5) months in a calendar year by the
Company or one of its Designated Subsidiaries.

     (i)  "Enrollment Date" shall mean the first day of each
Offering Period.

     (j)  "Exercise Date" shall mean each March 31 and September
30 of each Offering Period of the Plan.

     (k)  "Exercise Period" shall mean a period commencing on
April 1 and terminating on the following September 30 or
commencing on October 1 and terminating on the following March
31.

     (l)  "Offering Period" shall mean a period of twenty-four
(24) months commencing on April 1 and October 1 of each year
during which an option granted pursuant to the Plan may be
exercised.

     (m)  "Plan" shall mean this Employee Stock Purchase Plan.

     (n)  "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company
or a Subsidiary.


3.   ELIGIBILITY

     (a)  Any Employee, as defined in paragraph 2, who shall be
employed by the Company on a given Enrollment Date shall be
eligible to participate in the Plan, subject to limitations
imposed by Section 423(b) of the Code.

     (b)  Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any subsidiary of
the Company, or (ii) which permits such Employee's rights to
purchase stock under all employee stock purchase plans of the
Company and its Subsidiaries to accrue at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) of fair market value of
such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any
time.


4.   OFFERING PERIODS

The Plan shall be implemented by consecutive Offering Periods
with a new Offering Period commencing on April 1 and October 1 of
each year, commencing April 1, 1988, or as otherwise determined
by the Board of Directors, and continuing thereafter until
terminated in accordance with paragraph 19 hereof.  The Board of
Directors of the Company shall have the power to change the
duration of Offering Periods with respect to future offerings
without shareholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected.


5.   PARTICIPATION

     (a)  An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll
deductions on the form provided by the Company and filing it with
the Company's payroll office prior to the applicable Enrollment
Date, unless a later time for filing the subscription agreement
is set by the Board for all eligible Employees with respect to
a given Offering Period.  An eligible Employee may participate in
an Offering Period only if, as of the Enrollment Date of such
Offering Period, such Employee is not participating in any prior
Offering Period which is continuing at the time of such proposed
enrollment.

     (b)  Payroll deductions for a participant shall commence on
the first payroll date following the Enrollment Date and shall
end on the last payroll date in the Offering Period to which such
authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 10.


6.   PAYROLL DEDUCTIONS

     (a)  At the time a participant files his subscription
agreement, he shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not exceeding ten
percent (10%) of the Compensation which he receives on each
payday during the Offering Period, and the aggregate of such
payroll deductions during the Offering Period shall not exceed
ten percent (10%) of his aggregate Compensation during said
Offering Period.

     (b)  All payroll deductions made by a participant shall be
credited to his account under the Plan.  A participant may not
make any additional payments into such account.

     (c)  A participant may discontinue his participation in the
Plan as provided in paragraph 10, may lower the rate of his
payroll deductions effective immediately or may increase (but not
above 10%) the rate of his payroll deductions effective as of the
first date of the next Exercise Period within such Offering
Period by completing or filing with the Company a new
authorization for payroll deductions.

     (d)  Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and paragraph 3(b)
herein, a participant's payroll deductions may be decreased
to 0% at such time during any Exercise Period which is scheduled
to end during the current calendar year that the aggregate of all
payroll deductions accumulated with respect to such Exercise
Period and any other Exercise Period ending within the same
calendar year equal $21,250.  Payroll deductions shall recommence
at the rate provided in such participant's subscription agreement
at the beginning of the first Exercise Period which is scheduled
to end in the following calendar year, unless terminated by the
participant as provided in paragraph 10.


7.   GRANT OF OPTION

     (a)  On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such
Offering Period (at the per share option price) up to a number of
shares of the Company's Common Stock determined by dividing such
Employee's payroll deductions accumulated during such Exercise
Period by eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Enrollment Date or on
the Exercise Date, whichever is lower, provided that the number
of shares subject to the option shall not exceed 200% of the
number of shares determined by dividing 10% of the Employee's
Compensation over the Offering Period (determined as of the
Enrollment Date) by 85% of the fair market value of a share of
the Company's Common Stock on the Enrollment Date, subject to the
limitations set forth in Section 3(b) and 12 hereof.  Fair market
value of a share of the Company's Common Stock shall be
determined as provided in Section 7(b) herein.

     (b)  The option price per share of the shares offered in a
given Offering Period shall be the lower of:  (i) 85% of the fair
market value of a share of the Common Stock of the Company on
the Enrollment Date; or (ii) 85% of the fair market value of a
share of the Common Stock of the Company on the applicable
Exercise Date.  The fair market value of the Company's Common
Stock on a given date shall be determined by the Board in its
discretion; provided, however, that where there is a public
market for the Common Stock, the fair market value per share
shall be the closing price of the Common Stock for such date, as
reported by the National Association of Securities Dealers
Automated Quotation (NASDAQ) National Market System (or, if not
so reported, as otherwise reported by the NASDAQ National Market
System), or, in the event the Common Stock is listed on a stock
exchange, the fair market value per share shall be the closing
price on such exchange on such date, as reported in the Wall
Street Journal.  In the event that a closing price is not
available for an Enrollment Date or an Exercise Date, the fair
market value of a share of the Common Stock of the Company on
such date shall be the fair market value of a share of the
Common Stock of the Company on the last business day prior to
such date.


8.   EXERCISE OF OPTION

Unless a participant withdraws from the Plan as provided in
paragraph 10, his option for the purchase of shares will be
exercised automatically on each Exercise Date of the Offering
Period, and the maximum number of full shares subject to option
will be purchased for him at the applicable option price with the
accumulated payroll deductions in his account.  During his
lifetime, a participant's option to purchase shares hereunder is
exercisable only by him.  Any amount remaining in the
participant's account after an Exercise Date shall be held in the
account until the next Exercise Date in such Offering Period,
unless the Offering Period has been over-subscribed or has
terminated with such Exercise Date, in which event such amount
shall be refunded to the participant.


9.   DELIVERY

As promptly as practicable after each Exercise Date, the Company
shall arrange the delivery to each participant, as appropriate,
of a certificate representing the shares purchased upon exercise
of his option.


10.  WITHDRAWAL; TERMINATION OF EMPLOYMENT

     (a)  A participant may withdraw all but not less than all of
the payroll deductions credited to his account under the Plan at
any time by giving written notice to the Company.  All of the
participant's payroll deductions credited to his account will be
paid to him promptly after receipt of his notice of withdrawal
and his participation in the Plan will be automatically
terminated, and no further payroll deductions for the purchase of
shares will be made.  Payroll deductions will not resume on
behalf of a participant who has withdrawn from the Plan unless
written notice is delivered to the Company within the open
enrollment period preceding the commencement of an Exercise
Period directing the Company to resume payroll deductions.

     (b)  Upon termination of the participant's Continuous Status
as an Employee prior to the Exercise Date of an Offering Period
for any reason, including retirement or death, the payroll
deductions credited to the participant's account will be returned
to the participant or, in the case of death, to the person or
persons entitled thereto under paragraph 14, and such
participant's option will be automatically terminated.

     (c)  In the event an Employee fails to maintain Continuous
Status as an Employee for at least twenty (20) hours per week
during an Offering Period in which the Employee is a participant,
he will be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to his account will be returned
to him and his option terminated.

     (d)  A participant's withdrawal from an Offering Period will
not have any effect upon his eligibility to participate in a
succeeding Offering Period or in any similar plan which may
hereafter be adopted by the Company.


11.  INTEREST

No interest shall accrue on the payroll deductions of a
participant in the Plan.

12.  STOCK

     (a)  The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall
be 6,975,000 shares (after adjustment for the three-for-two stock
splits effected by the Company in April 1983 and February 1986),
subject to adjustment upon changes in capitalization of the
Company as provided in paragraph 18.  If on a given Exercise
Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available, the
Company shall make a pro rata allocation of the shares remaining
available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable.  In such
event, the Company shall give written notice of such reduction of
the number of shares subject to the option to each Employee
affected thereby and shall similarly reduce the rate of
payroll deductions, if necessary.

     (b)  The participant will have no interest or voting right
in shares covered by his option until such option has been
exercised.

     (c)  Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name
of the participant and his or her spouse.


13.  ADMINISTRATION

The Plan shall be administered by the Board of Directors of the
Company or a committee appointed by the Board.  The
administration, interpretation or application of the Plan by the
Board or its committee shall be final, conclusive and binding
upon all participants.  Members of the Board who are eligible
Employees are permitted to participate in the Plan, provided
that:

     (a)  Members of the Board who are eligible to participate in
the Plan may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan.

     (b)  If a committee is established to administer the Plan,
no member of the Board who is eligible to participate in the Plan
may be a member of the committee.


14.  DESIGNATION OF BENEFICIARY

     (a)  A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from
the participant's account under the Plan in the event of such
participant's death subsequent to the end of the Offering Period
but prior to delivery to him of such shares and cash.  In
addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's
account under the Plan in the event of such participant's death
prior to the exercise of the option.

     (b)  Such designation of beneficiary may be changed by the
participant at any time by written notice.  In the event of the
death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of
such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then
to such other person as the Company may designate.


15.  TRANSFERABILITY

Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in paragraph
14 hereof) by the participant.  Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.

16.  USE OF FUNDS

All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll
deductions.

17.  REPORTS

Individual accounts will be maintained for each participant in
the Plan.  Statements of account will be given to participating
Employees semi-annually promptly following each Exercise Date,
which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.


18.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of
Common Stock covered by each option under the Plan which has not
yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock
dividend (but only on the Common Stock) or any other increase or
decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of
consideration".  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an
option.

In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise
provided by the Board.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each option under
the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of
such assumption or substitution, that the participant shall have
the right to exercise the option as to all of the optioned stock,
including shares as to which the option would not otherwise be
exercisable.  If the Board makes an option fully exercisable in
lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the participant that the
option shall be fully exercisable for a period of thirty (30)
days from the date of such notice, and the option will terminate
upon the expiration of such period.

The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as
well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or
more reorganizations, recapitalizations, rights offerings or
other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or
merged into any other corporation.


19.  AMENDMENT OR TERMINATION

The Board of Directors of the Company may at any time terminate
or amend the Plan.  No such termination can affect options
previously granted, nor may an amendment make any change in any
option theretofore granted which adversely affects the rights of
any participant, nor may an amendment be made without prior
approval of the shareholders of the Company if such amendment
would:

     (a)  Increase the number of shares that may be issued under
the Plan;

     (b)  Permit payroll deductions at a rate in excess of ten
percent (10%) of the participants'Compensation;

     (c)  Modify the requirements concerning which employees (or
class of employees) are eligible for participation in the Plan;
or

     (d)  Materially increase the benefits which may accrue to
participants under the Plan.


20.  NOTICES

All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the
Company for the receipt thereof.


21.  SHAREHOLDER APPROVAL

Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve months before or after
the date the Plan is adopted.  If such shareholder approval is
obtained at a duly held shareholders' meeting, it may be obtained
by the affirmative vote of the holders of a majority of the
outstanding shares of the Company present or represented and
entitled to vote thereon, which approval shall be:

     (a)  (i) solicited substantially in accordance with Section
14(a) of the Securities Exchange Act of 1934, as amended (the
"Act") and the rules and regulations promulgated thereunder, or

          (ii) solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required
by the rules and regulations in effect under Section 14(a) of the
Act at the time such information is furnished; and

     (b)  obtained at or prior to the first annual meeting of
shareholders held subsequent to the first registration of Common
Stock under Section 12 of the Act.

In the case of approval by written consent, it must be obtained
by the unanimous written consent of all shareholders of the
Company.


22.  CONDITIONS UPON ISSUANCE OF SHARES

Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance.

As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present
intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of
law.

EX-5.1

                       EXHIBIT 5.1
                      (EXHIBIT 23.2)

                              September 22, 1994


LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, CA 95035
Attn: David E. Sanders

    Re:  Registration Statement on Form S-8


Gentlemen:

    We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or
about September 22, 1994 (the "Registration Statement"), in
connection with the registration under the Securities Act of
1933, as amended, of 700,000 shares of LSI Logic Common Stock to
be issued under the Employee Stock Purchase Plan (referred to
herein as the "Shares").  As your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and
issuance of the Shares under the Employee Stock Purchase Plan.

    It is our opinion that, when issued and sold in the manner
referred to in the applicable plan and pursuant to the agreements
which accompany the applicable plan, the Shares will be legally
and validly issued, fully-paid and nonassessable.

    We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement, including any
Prospectus constituting a part thereof, and any amendments
thereto.


                        Sincerely yours,

                        WILSON, SONSINI, GOODRICH & ROSATI
                        Professional Corporation 

EX-23.1

                         EXHIBIT 23.1

              CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated January 25, 1994, which appears on
page 30 of the 1993 Annual Report to Shareholders of LSI Logic
Corporation, which is incorporated by reference in LSI Logic
Corporation's Annual Report on Form 10-K for the year ended
December 31,1993.  We also consent to the incorporation by
reference of our report on the Financial Statement Schedules,
which appears on page 32 of such Annual Report on Form 10-K.



PRICE WATERHOUSE LLP
San Jose, California
September 23, 1994