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: June 22, 2000


                           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 5.           OTHER EVENTS:  AMENDMENT OF CERTIFICATE OF INCORPORATION

         On June 20, 2000, Exar Corporation ("Exar") filed a Certificate of
Amendment to its Certificate of Incorporation. The amendment increased the
number of Exar's authorized shares of common stock from 25,000,000 to
100,000,000. The amendment had been approved by Exar's stockholders at a special
meeting held on June 8, 2000.

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

          (c)       Exhibits

                    Certificate of Amendment to Certificate of Incorporation


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
                                          -----------------------------
                                    Date: June 22, 2000
                                          Ronald W. Guire
                                          Executive Vice President,
                                          Chief Financial Officer and Secretary


                                INDEX TO EXHIBITS

Exhibit No.    Description

   3.1         Certificate of Amendment to Certificate of Incorporation

EX-3.1

                                                                   EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                EXAR CORPORATION

         EXAR CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:

         FIRST:  The name of the corporation is Exar Corporation.

         SECOND: The date on which the Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware was
October 10, 1991. An Amended and Restated Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on February 27, 1992. A
Certificate of Amendment and Amended and Restated Certificate of Incorporation
of the corporation was filed with the Secretary of State of the State of
Delaware on January 19, 1995.

         THIRD: The Board of Directors of the corporation, acting in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware, adopted resolutions to amend the Amended and Restated Certificate
of Incorporation of the corporation by deleting the first paragraph of Article
IV and substituting therefor a new first paragraph of Article IV in the
following form:

         "This corporation is authorized to issue two classes of stock to be
designated, respectively, `Common Stock' and `Preferred Stock.' The total number
of shares which the corporation is authorized to issue is One Hundred Two
Million Two Hundred Fifty Thousand (102,250,000) shares. One Hundred Million
(100,000,000) shares shall be Common Stock, and Two Million Two Hundred Fifty
Thousand (2,250,000) shares shall be Preferred Stock, each having a par value of
one-hundredth of one cent ($.001)."

         FOURTH: Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment was submitted to the stockholders of the
corporation for their approval and was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, Exar Corporation has caused this Certificate of
Amendment to be signed by its President and Chief Executive Officer and attested
to by its Secretary this 20th day of June, 2000.

                                          EXAR CORPORATION


                                          /s/  Donald L. Ciffone, Jr.
                                          ------------------------------------
                                          Donald L. Ciffone, Jr.
                                          President and Chief Executive Officer

ATTEST:


/s/  Ronald W. Guire
     --------------------------
     Ronald W. Guire,
     Secretary