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):  May 3, 1995
     
                       LSI LOGIC CORPORATION                      
                           
       (Exact name of registrant as specified in its charter)

Delaware                 0-11674                94-2712976
(State or other        (Commission          (IRS Employer
jurisdiction           File Number)        Identification No.)
of 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 May 2, 1995, LSI Logic Corporation (the "Registrant") gave
public notice of its offer 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 99.4 to this
Current Report on Form 8-K is the text of the notice given by the
Registrant on May 2, 1995.
     
Item 7.   Financial Statements and Exhibits
     
     (c)  Exhibits
  
          99.4 Text of Press Release dated May 2, 1995
      
     
     
                              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:  May 3, 1995               LSI LOGIC CORPORATION

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


     

EX-99

                       Exhibit 99.4

  FOR IMMEDIATE RELEASE
  
  For More Information                    
  CONTACT Bruce Entin      408-433-4067
  
  CC95-21
  
  
  
  LSI LOGIC CORPORATION ANNOUNCES FIRM OFFER
  TO PRIVATIZE CANADIAN SUBSIDIARY
                        
  
  
  MILPITAS, California, May 2, 1995 --LSI Logic Corporation,
which owns 55 percent or 14 million shares of its publicly traded
subsidiary LSI Logic Corporation of Canada, Inc., today announced
plans to offer to acquire the approximately 11 million remaining
shares it does not already own.  Under the terms of the offer,
LSI Logic Corporation will pay $4.00 (Canadian Dollars) per share
to shareholders of LSI Canada (LSC) in exchange for their shares. 
Shares of LSC are traded on the Toronto, Montreal and Alberta
exchanges.
  
  LSI Logic Corporation anticipates that an offering circular
will be mailed to LSC shareholders as soon as possible.  The
offering circular will include specific terms and conditions of
the offer, and other relevant details.
  
  LSI Logic Corporation (NYSE:LSI) is a leading supplier of
custom high-performance semiconductors, with operations
worldwide.  LSI Logic, the system-on-a-chip company, enables
customers to build complete systems on a single chip with its
CoreWare(R) methodology, thereby increasing performance, lowering
system costs and accelerating time to market. LSI Logic develops
customized products in partnership with trendsetting customers,
and operates leading-edge, high-volume manufacturing facilities
to produce submicron chips. The company maintains a high level of
quality, as demonstrated by its ISO 9000 certification.  LSI
Logic is headquartered at 1551 McCarthy Blvd., Milpitas,
California 95035, 408/433-8000.