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): December 18, 2007

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-12933
(Commission File Number) 94-2634797
(IRS Employer Identification Number)

4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)

(510) 572-0200
(Registrant’s telephone number, including area code)

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

 EXHIBIT 99.1

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously announced by Lam Research Corporation (the “Company”), an independent committee of the Company’s Board of Directors, composed of two independent board members appointed by the Board of Directors, has been conducting a review of the Company’s historical stock option practices and related accounting. The independent committee, with the assistance of independent outside legal counsel, has reached a preliminary conclusion that the actual measurement dates for financial accounting purposes of certain stock option grants issued in the past differ from the recorded grant dates of such awards. The independent committee’s assessment of conduct relating to the Company’s historical stock option practices is ongoing. The committee’s preliminary view is that there was no intentional misconduct by management.

On December 18, 2007, upon the recommendation of management and the independent committee, the Audit Committee of the Board of Directors concluded that the Company’s financial statements for fiscal years 1997 through 2005, and the interim periods contained therein should no longer be relied upon. The Company expects to restate certain of its previously-issued financial statements to record non-cash charges for compensation expenses relating to past stock option grants. The significant majority of the measurement date changes result from stock options granted prior to fiscal year 2003. The Company has not determined the final amount of such charges, the resulting tax and accounting impact, or which specific periods require restatement.

The Company’s management and the independent committee have discussed this matter with Ernst & Young LLP, the Company’s independent registered public accounting firm. The Company is working with Ernst & Young LLP to complete its restatement and become current with its public filings as soon as possible.

The Company issued a press release on December 21, 2007, a copy of which is attached herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits:

Exhibit No.	Document
99.1	Press Release dated December 21, 2007

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: December 21, 2007

LAM RESEARCH CORPORATION
By:	/s/ James D. Wheat
	James D. Wheat
	Vice President, Corporate Controller

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release dated December 21, 2007

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Lam Research Corporation Contact:
Carol Raeburn, Investor Relations, phone: 510/572-4450, e-mail: carol.raeburn@lamresearch.com

Lam Research Corporation Announces Non-Reliance on Previously Issued Financial Statements

FREMONT, Calif., December 21, 2007 — Lam Research Corporation (NASDAQ: LRCX) announced earlier this year that an independent committee of the Company’s Board of Directors, had begun a review of the Company’s historical stock option practices and related accounting.

The independent committee, with the assistance of independent outside legal counsel, has reached a preliminary conclusion that the actual measurement dates for financial accounting purposes of certain stock option grants issued in the past differ from the recorded grant dates of such awards. The independent committee’s assessment of conduct relating to the Company’s historical stock option practices is ongoing. The committee’s preliminary view is that there was no intentional misconduct by management.

On December 18, 2007, upon the recommendation of management and the independent committee, the Audit Committee of the Board of Directors concluded that the Company’s financial statements for fiscal years 1997 through 2005, and the interim periods contained therein should no longer be relied upon. The Company expects to restate certain of its previously-issued financial statements to record non-cash charges for compensation expenses relating to past stock option grants. The significant majority of the measurement date changes result from stock options granted prior to fiscal year 2003.

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Lam Announces Non-Reliance on Previously Issued Financial Statements Page 2 of 3

The Company has not determined the final amount of such charges, the resulting tax and accounting impact, or which specific periods require restatement.

The Company’s management and the independent committee have discussed this matter with Ernst & Young LLP, the Company’s independent registered public accounting firm. The Company is working with Ernst & Young LLP to complete its restatement and become current with its public filings as soon as possible.

Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate, but are not limited, to the final conclusions of the Company, its Board of Directors, the Special Committee, the Board Audit Committee, and the Company’s independent registered public accountants concerning matters related to the Company’s stock option grants and which, if any, of its previously issued financial statements will be restated or in what amounts. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the discovery of new facts relating to the Company’s stock option grants, differing judgments on how to interpret new or currently known facts and changes in the laws or regulations relating to the accounting treatment of these grants or the interpretation of such laws or regulations. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents

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Lam Announces Non-Reliance on Previously Issued Financial Statements Page 3 of 3

filed with the Securities and Exchange Commission, including specifically the report on Form 10-K for the year ended June 25, 2006, and Form 10-Q for the quarter ended March 25, 2007, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release.

Lam Research Corporation is a major provider of wafer fabrication equipment and services to the world’s semiconductor industry. Lam’s common stock trades on The NASDAQ Global Select Market^SM under the symbol LRCX. Lam is a NASDAQ-100 ^® company. The Company’s World Wide Web address is http://www.lamresearch.com.

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