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:  February 7, 1997

                          Commission File No. 0-14225

                                EXAR CORPORATION
             (Exact Name of Registrant as specified in its charter)

       Delaware                                                    94-1741481

(State or other jurisdiction of                             ( I.R.S. Employer
incorporation or organization)                              Identification No.)

48720 Kato Road, Fremont, California                                94538

(Address  of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (510) 668-7000




ITEM 4.           CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

          (a)       Effective January 31, 1997, the Board of Directors of Exar
          Corporation approved the dismissal of KPMG Peat Marwick LLP as the
          Registrant's independent accountants effective February 3, 1997 and
          the engagement of Deloitte and Touche LLP as independent accountants
          for the Registrant for the fiscal year ending March 31, 1997.

          (b)       During the two most recent fiscal years and through the date
          of this report, there have been no disagreements with KPMG Peat
          Marwick LLP on any matter of accounting principles or practices,
          financial statement disclosure, or auditing scope or procedure, which
          disagreement if not resolved to the satisfaction of KPMG Peat Marwick
          LLP would have caused them to make reference thereto in their report
          on the financial statements for such years.

          (c)       KPMG Peat Marwick's report on the financial statements for
          the past two years contained no adverse opinion or disclaimer of
          opinion and was not qualified or modified as to uncertainty, audit
          scope or accounting principles.

          (d)       The Registrant has requested that KPMG Peat Marwick LLP
          furnish it with a letter addressed to the Securities and Exchange
          Commission stating whether it agrees with the above statements.  A
          copy of KPMG Peat Marwick's letter to the Securities and Exchange
          Commission dated February 5, 1997 is filed as Exhibit 16 to this Form
          8-K.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
                  AND EXHIBITS

          (c)       Exhibits

                    Letter of KPMG Peat Marwick, addressed to the Securities and
                    Exchange  Commission, dated February 5, 1997.


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 thereunto duly authorized.

EXAR CORPORATION





By     /s/                                      Date:  February 7, 1997
       Ronald W. Guire
       Executive Vice President,
       Chief Financial Officer

                               INDEX TO EXHIBITS

Exhibit No.                        Description                        Page


16                            Letter of KPMG Peat Marwick LLP,           5
                              addressed to the Securities and Exchange
                              Commission, dated February 5, 1997

EX-16

February 5, 1997




Securities and Exchange Commission
Washington, DC   20549



Ladies and Gentleman:

We were previously principal accountants for Exar Corporation and, under the
date of May 2, 1996, we reported on the consolidated financial statements of
Exar Corporation and subsidiaries as of March 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended March 31, 1996.  On February 3, 1997 our appointment as principal
accountants was terminated.  We have read Exar Corporation's statements included
under Item 4 of its Form 8-K, dated February 4, 1997, and we agree with such
statements, except that we are not in a position to agree or disagree with Exar
Corporation's statement that the Company's Board of Directors "approved the
dismissal of KPMG Peat Marwick LLP as the registrant's independent accountants."

Very truly yours,