8-K

UNITED STATES
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): September 13, 2004

LSI LOGIC CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	0-11674	94-2712976
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)

1621 Barber Lane
Milpitas, California 95035

(Address, including zip code, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 7.01. Regulation FD Disclosure

On September 13, 2004, the Registrant issued a news release regarding its expected financial results for the fiscal quarter ending October 3, 2004. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Use of Non-GAAP Financial Information

LSI Logic has referenced non-GAAP financial information in the news release. LSI Logic management believes that the results of operations excluding special items presented herein for the three months ending October 3, 2004, provide useful information to investors regarding results of operations, as they exclude charges, expenses, gains and losses that are not directly related to the ongoing business results and/or stem from purchase business combinations. These business results are used by management for evaluating historical performance in addition to being used for the Company’s forecasting and planning for future periods. Restructuring of operations, acquisition related amortization and other special items are examples of charges that are not directly related to the Company’s ongoing business and/or stem from purchase business combinations.

Anticipated results of operations excluding special items for the period presented are provided for illustrative purposes only and should be read in conjunction with the comparable information presented in accordance with generally accepted accounting principles in the United States and the Company’s most recent annual report on Form 10-K for the twelve months ended December 31, 2003.

Safe Harbor for Forward Looking Statements

This filing and the news release include preliminary financial estimates and forward-looking statements, which include the following: the company’s updated estimates of revenues, earnings per share and gross margin for the third quarter of 2004; the ability of LSI Logic’s customers to work down inventory; forecasts of the resumption of revenue growth in the fourth quarter; anticipation of steady growth in design wins for the RapidChip Platform ASIC product leading to higher volume production in 2005. These forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause LSI Logic’s actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: receipt of additional information impacting the company’s third quarter results; further analysis of revenues and expenses for the third quarter; further information impacting the fourth quarter revenues and expenses of LSI Logic; the strength of the global semiconductor industry and the timing and volumes of customer demand. For additional information, readers are referred to the risk factors contained in the documents filed by LSI Logic with the SEC, and specifically the most recent reports on Form 10-K, 10-Q and 8-K.

Item 9.01. Financial Statements and Exhibits

The following exhibit is furnished herewith:

Exhibit 99.1*      LSI Logic Corporation News Release issued September 13, 2004.

*Furnished, not filed

SIGNATURE

     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.

	LSI LOGIC CORPORATION a Delaware Corporation
Dated: September 14, 2004	By:	/s/ David G. Pursel
		David G. Pursel
		Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of News Release dated September 13, 2004

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE		SEPTEMBER 13, 2004
	Media Relations Contact:	Investor Relations Contact:
	Kevin Brett	Robert Pursel
	408-433-7150	408-954-3115
	kbrett@lsil.com	rpursel@lsil.com

CC04-114

LSI LOGIC UPDATES THIRD QUARTER OUTLOOK

Revenue Growth Expected to Resume in Q4

MILPITAS, CA – LSI Logic Corporation (NYSE: LSI) today updated its 2004-third quarter projections for revenue, earnings per share and gross margin, prompted by customer reassessment of end-demand for the second half of the year, resulting in a broad-based Q3 inventory correction in the supply chain.

LSI Logic expects to report revenues in the range of $370 million to $400 million. The company previously forecasted third quarter revenues in the range of $435 million to $465 million.

LSI Logic anticipates a third quarter GAAP* net loss in the range of 14-17 cents per diluted share. The company previously projected third quarter GAAP results in the range of breakeven to a net loss of 3 cents per diluted share.

*	Generally Accepted Accounting Principles
**	Special items are comprised of approximately 5 cents of acquisition-related amortization, and approximately 5 cents of restructuring and other special items, which in total are expected to represent approximately 10 cents per diluted share for the 2004-third quarter.

- more -

LSI Logic Updates Third Quarter 2004 Guidance	Page 2 of 3
September 13, 2004

The company expects a third quarter net loss, excluding special items**, in the range of 4-7 cents per diluted share. The company previously forecasted third quarter net income, excluding special items, in the range of 3-6 cents per diluted share.

LSI Logic anticipates that its third quarter gross margin will be approximately 42-44 percent, compared to the previous guidance of 44-46 percent.

“We have seen a broad-based build of inventory in the supply chain starting in the second quarter, which impacted each of our semiconductor business units in the third quarter,” said Wilfred J. Corrigan, LSI Logic chairman and chief executive officer. “As the inventory is worked down, we anticipate positive revenue growth in the fourth quarter.

“Long term, we have built technology leadership positions in DVD recorder, high definition video, Fibre Channel, SAS, SATA, RAID controllers and other applications. Design wins and product shipments of our RapidChip® Platform ASIC continue to increase, leading to volume production in 2005.”

LSI Logic will not hold a conference call today about this news release. The company will report its 2004-third quarter financial results, provide its fourth quarter business outlook and hold its quarterly conference call on Wednesday, October 27, 2004.

- more -

LSI Logic Updates Third Quarter 2004 Guidance	Page 3 of 3
September 13, 2004

Notwithstanding this news release, it continues to be the company’s policy to not comment on financial analyst estimates or to provide periodic financial guidance updates.

Safe Harbor for Forward Looking Statements: This news release includes preliminary financial estimates and forward-looking statements, which include the following: the company’s updated estimates of revenues, earnings per share and gross margin for the third quarter of 2004; the ability of LSI Logic’s customers to work down inventory; forecasts of the resumption of revenue growth in the fourth quarter; anticipation of steady growth in design wins for the RapidChip Platform ASIC product leading to higher volume production in 2005. These forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause LSI Logic’s actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: receipt of additional information impacting the company’s third quarter results; further analysis of revenues and expenses for the third quarter; further information impacting the fourth quarter revenues and expenses of LSI Logic; the strength of the global semiconductor industry and the timing and volumes of customer demand. For additional information, readers are referred to the risk factors contained in the documents filed by LSI Logic with the SEC, and specifically the most recent reports on Form 10-K, 10-Q and 8-K.

About LSI Logic
LSI Logic Corporation (NYSE: LSI) focuses on the design and production of high-performance semiconductors for Consumer, Communications and Storage applications that access, interconnect and store data, voice and video. LSI Logic engineers incorporate reusable, industry-standard intellectual property building blocks that serve as the heart of leading-edge systems. LSI Logic serves its global OEM, channel and distribution customers with Platform ASICs, standard-cell ASICs, standard products, host bus adapters, RAID controllers and software. In addition, the company supplies storage network solutions for the enterprise. LSI Logic is headquartered at 1621 Barber Lane, Milpitas, CA 95035. http://www.lsilogic.com

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	Editor’s Notes:
1.	All LSI Logic news releases (financial, acquisitions, manufacturing, products, technology etc.) are issued exclusively by PR Newswire and are immediately thereafter posted on the company’s external website, http://www.lsilogic.com.
2.	The LSI Logic logo design is a registered trademark of LSI Logic Corporation.
3.	All other brand or product names may be trademarks or registered trademarks of their respective companies.