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): November 30,1994 
                                            

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


Delaware              0-11674              94-2712976
(State or other      (Commission          (IRS Employee
jurisdiction of      File Number)         Identification No.)
incorporation)



         1551 McCarthy Blvd., Milpitas, California 95035
            (Address of principal executive offices)

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 November 29, 1994, LSI Logic Corporation (the
"Registrant") gave public notice of its intention to acquire for
cash the approximately 11,000,000 shares of LSI Logic Corporation
of Canada, Inc. which it does not already own.  Attached as
Exhibit 99.3 to this Current Report on Form 8-K is the text of
the notice given by the Registrant on November 29, 1994.

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits

          99.3 Text of Press Release dated November 29, 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: November 30, 1994      LSI LOGIC CORPORATION

                             /s/ David E. Sanders
    
                            David E. Sanders, Vice President,
                              General Counsel & Secretary


























                             INDEX TO EXHIBITS

Exhibit

99.3      Text of Press Release dated November 29, 1994.

EX-99.3

                               EXHIBIT 99.3

FOR IMMEDIATE RELEASE

For More Information                                  
Contact:  Bruce Entin 408-433-4067

CC94-55

                      LSI LOGIC CORPORATION ANNOUNCES
                     INTENTION TO PRIVATIZE LSI CANADA


MILPITAS, California, November 29, 1994  --   LSI Logic
Corporation, which owns 55 percent or 14 million shares of its
publicly traded subsidiary LSI Logic Corporation of Canada, Inc.,
today announced its intention to acquire for cash the
approximately 11 million remaining shares it does not already
own. Shares of LSI Canada (LSC) are traded on the Toronto,
Montreal and Alberta exchanges. 

LSI Logic Corporation said it expects to acquire the Canadian
shares for (U.S.) $2.30 a share ($3.30 Canada).  The corporation
anticipates the buyout will cost approximately $30 million, which
would be drawn from its roughly $400 million cash position on the
balance sheet at the end of the third quarter of 1994. Investment
banker Nesbitt Burns, with headquarters in Toronto, has been
retained by the corporation to complete the transaction. 

In evaluating the future direction of LSI Canada, LSI Logic
Corporation believes that the Calgary-based company will best
operate as a value-added geographic distributor of the
corporation's products and technology lines rather than as an
independent company.  As a result, LSI Logic Corporation decided
to pursue the privatization of LSI Canada. 
 
The privatization plan is part of an ongoing effort to provide
global customers  cost effective and seamless access to LSI Logic
Corporation's  portfolio of design tools, process technology and
industry standard cores used to create a system on a chip. 

To lead LSI Canada on its distributor mandate, LSI Canada today
announced the appointment of Pierre Nadeau as President and Chief
Executive Officer of LSI Canada.  Mr. Nadeau, an electronics
industry veteran with 15 years of experience in the
telecommunications industry, most recently was vice president 
and managing director AT&T Network Systems Canada. Previously,
Mr. Nadeau held a series of executive positions with Northern
Telecom Canada Ltd. and Bell Northern Research.   

"The corporation's planned buyout of the minority shareholders
reflects our desire to provide shareholders with an opportunity
to realize a reasonable premium over the current value of their
LSI Canada shares," said Wilfred J. Corrigan, chairman and chief
executive of LSI Logic Corporation. "This intended privatization
of LSI Canada is in the best interests of shareholders of both
the parent corporation and the subdiary.

"LSI Logic Corporation is determined to stay focused on 
generating improved financial results to shareholders and
leveraging its technological capabilities to a worldwide customer
base. Both these objectives will be met more effectively with LSI
Canada serving as a regional distributor and a wholly owned
subsidiary." 

LSI Logic Corporation (NYSE:LSI) is a Fortune 500 supplier of
high-performance semiconductors, with operations worldwide. The
company enables customers to build complete systems on a single
chip with its CoreWare  methodology, thereby increasing
performance, lowering system costs and accelerating time to
market.  LSI Logic develops customized products in partnership
with leading customers, and operates leading-edge, high-volume
manufacturing facilities to produce sub-micron chips. LSI Logic
is headquartered at 1551 McCarthy Blvd., Milpitas, California,
95035, 408-433-8000.