As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-_____________

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
 Under
The Securities Act of 1933
 CIRRUS LOGIC, INC.
 (Exact name of Registrant as specified in its charter)

        77-0024818                                 Delaware
  (I.R.S. Employer                    (State or other jurisdiction
Identification Number)              of incorporation or organization)

                       3100 West Warren Avenue
                      Fremont, California 94538
               (Address of principal executive offices)
               ---------------------------------------	

AudioLogic, Inc. 1992 Stock Option Plan
 (Full title of the plan)
 David D. French
Chief Executive Officer
3100 West Warren Avenue
Fremont, California 94538

(510) 623-8300
(Telephone number, including area code, of agent for service)

Copy to:
Michael J. Danaher, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE

                                            Proposed     Proposed
                                            Maximum      Maximum
            Title               Amount      Offering    Aggregate     Amount of
      of Securities to          to be        Price       Offering   Registration
        be Registered         Registered   Per Share      Price          Fee
                                              (1)          (1)
----------------------------------------- ------------ ------------ -------------

Common Stock, $0.001 par value
  To be issued upon
  exercise of options
  granted under the
  AudioLogic, Inc. 1992
  Stock Option Plan             39,753    $0.34/$0.40    $13,556        $3.77	

(1) Calculated solely for the purpose of determining the amount of the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(h) under the Securities Act on the basis of the price at which the options may be exercised, as set forth in (2).
(2) The exercise price for 39,095 of the shares to be issued upon exercise of the options registered hereby is $0.34. The exercise price for the remaining 658 shares is $0.40.

CIRRUS LOGIC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information are incorporated by reference into this Registration Statement:
1. The Annual Report on Form 10-K of Cirrus Logic, Inc. (the "Registrant"), for the year ended March 27, 1999, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act");
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 26, 1999, filed pursuant to Section 13(a) of the Exchange Act;
3. The Registrant's Current Reports on Form 8-K filed on August 3, 1999 and September 3, 1999;
4. The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on May 1, 1989, including any amendments or reports filed for the purpose of updating such description; and
5. The Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on September 3, 1999.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
 Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation shall not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
II-1
The Registrant's Bylaws provide that the Registrant shall indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by Delaware law. The Registrant's Bylaws also permit the Registrant to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Registrant would have the power to indemnify him or her against such liability under the General Corporation Law of Delaware. The Registrant currently has secured such insurance on behalf of its officers and directors.
The Registrant has entered into agreements to indemnify its directors and officers, in addition to indemnification provided for in the Registrant's Bylaws. Subject to certain conditions, these agreements, among other things, indemnify the Registrant's directors and officers for certain expenses (including attorney's fees), judgments, fines and settlement amounts incurred by any such person in any action or proceedings, including any action by or in the right of the Registrant, arising out of such person's services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 Not applicable.
ITEM 8. EXHIBITS.

 Exhibit
 Number
---------
     4.1   AudioLogic, Inc. 1992 Stock Option Plan.
     4.2   Form Stock Option Agreement to AudioLogic, Inc. 1992 Option Plan
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation, as to legality of securities being registered.
    23.1   Consent of Ernst & Young LLP, Independent Auditors
    23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation (Contained in Exhibit 5.1)
    24.1   Power of Attorney (See Page II-5)	

ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
II-2
(2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to law, the Registrant's Certificate of Incorporation, Bylaws or indemnification agreements, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on October 1, 1999.
CIRRUS LOGIC, INC.

By: /S/ GLENN C. JONES
Glenn C. Jones
Vice President, Chief
Financial Officer,
Treasurer and Secretary	

II-4

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn C. Jones, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in- fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

       Signature                        Title                       Date
----------------------- ------------------------------------  ------------------

/s/MICHAEL L. HACKWORTH Chairman of the Board and Director    September 30, 1999
-----------------------
(Michael L. Hackworth)

/s/SUHAS S. PATIL       Chairman Emeritus and Director        September 30, 1999
-----------------------
(Suhas S. Patil)

/s/DAVID D. FRENCH      President, Chief Executive Officer    September 30, 1999
----------------------- (Principal Executive Officer) and
(David D. French)       Director

/s/GLENN C. JONES       Vice President, Chief Financial       September 30, 1999
----------------------- Officer Treasurer and Secretary
(Glenn C. Jones)        (Principal Financial Officer and
                        Principal Accounting Officer)

/s/WALDEN C. RHINES     Director                              September 30, 1999
-----------------------
(Walden C. Rhines)

/s/ROBERT H. SMITH      Director                              September 30, 1999
-----------------------
(Robert H. Smith)

/s/ALFRED S. TEO        Director                              September 30, 1999
-----------------------
(Alfred S. Teo)

/s/D. JAMES GUZY        Director                              September 30, 1999
-----------------------
(D. James Guzy)	

INDEX TO EXHIBITS

 Exhibit
 Number
---------
     4.1   AudioLogic, Inc. 1992 Stock Option Plan.
     4.2   Form Stock Option Agreement to AudioLogic, Inc. 1992 Option Plan
     5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation, as to legality of securities being registered.
    23.1   Consent of Ernst & Young LLP, Independent Auditors
    23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation (Contained in Exhibit 5.1)
    24.1   Power of Attorney (See Page II-5)

EXHIBIT 4.1
AUDIOLOGIC, INC.
1992 STOCK OPTION PLAN
 (AS AMENDED THROUGH AUGUST 10, 1993)
1. PURPOSE OF PLAN. This Stock Option Plan is intended to encourage ownership of shares of AudioLogic, Inc. (the "Corporation") by key Employees and Consultants of the Corporation, thereby providing additional incentive for such Employees and Consultants to promote the success of the business. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options, at the discretion of the Board and as reflected in the terms of the written option agreement.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "BOARD" shall mean the Committee, if one has been appointed, or the Board of Directors of the Corporation, if no Committee is appointed.
(b) "CODE" shall mean the Internal Revenue Code of 1986, the rules and regulations promulgated thereunder and the interpretations thereof, all as from time to time in effect.
(c) "CORPORATION" shall mean AudioLogic, Inc., a Colorado corporation.
(d) "COMMITTEE" shall mean the Committee appointed by the Board of Directors in accordance with Section 4(a) of the Plan, if one is appointed.
(e) "CONSULTANT" shall mean any person, including directors, performing services for the benefit of the Corporation or any Parent or Subsidiary of the Corporation as an independent consultant or adviser.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE OR A CONSULTANT" shall mean the absence of any interruption or termination of service as an Employee or a Consultant, as applicable. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave, or any other leave of absence approved by the Board, provided that either such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is provided or guaranteed by contract or statute.
(g) "EMPLOYEE" shall mean any person employed by the Corporation or any Parent or Subsidiary of the Corporation. The payment of a director's fee by the Corporation shall not be sufficient to constitute "employment" by the Corporation.
(h) "AFTER MARKET VALUE" shall mean the average of the closing bid and asked prices of a share of Common Stock, as reported by The Wall Street Journal (or, if not reported, as otherwise quoted by the National Association of Securities Dealers through NASDAQ), on the date of the grant of the Option, or, if the Common Stock is listed on the NASDAQ National Market System or is listed on a national stock exchange, the closing price on such system or such exchange on the date of the grant of the Option, as reported in The Wall Street Journal. In the event the Common Stock is not traded publicly, the Fair Market Value of a share of Common Stock on the date of the grant of the Option shall be determined, in good faith, by the Board or the Committee and such determination shall be conclusive for all purposes. The Board or Committee shall take into account such factors affecting value as it, in its sole and absolute discretion, may deem relevant.
(i) "INCENTIVE STOCK OPTION" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(j) "NONSTATUTORY STOCK OPTION" shall mean an Option not qualifying as an Incentive Stock Option.
(k) "OPTION" shall mean a stock option granted pursuant to the Plan.
(l) "OPTIONED STOCK" shall mean the Stock subject to an Option.
(m) "OPTIONEE" shall mean an Employee or Consultant who receives an Option.
(n) "PARENT" shall mean a "parent corporation," whether now or hereafter existing, as defined in
Section 425(e) of the Code.
(o) "PLAN" shall mean this Stock Option Plan.
(p) "SHARE" shall mean a share of the Stock, as adjusted in accordance with Section 9 of the Plan.
(q) "STOCK" shall mean the Common Stock of the Corporation.
(r) "STOCK OPTION AGREEMENT" shall mean the written agreement setting forth the grant of an Option and terms and conditions relating thereto (which need not be the same for each Option), in the form attached hereto or such other form as the Board in its discretion may approve.
(s) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in
Section 425(f) of the Code.
3. SHARES SUBJECT TO PLAN.
(a) AUTHORIZED SHARES. There will be reserved for use from time to time under the Plan, an aggregate of 346,667 shares of Stock of $.01 par value of the Corporation, subject to adjustment as provided in Section 9 below. As the Board shall from time to time determine, the Shares may be in whole or in part, authorized but unissued Shares or issued Shares which shall have been reacquired by the Corporation. If an Option should expire or become unexercisable for any reason without having been exercised in full the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan unless the Plan shall have been terminated.
(b) RESERVATION OF SHARES. The Corporation, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
4. ADMINISTRATION OF PLAN.
(a) GENERAL. The Plan shall be administered by the Board of Directors or, if the Corporation has a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by a Committee, a majority of which shall be "disinterested" as defined in Rule 16b-3 under the Exchange Act. The Board and the Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of the Plan, or in order that any Option that is intended to be an Incentive Option will be classified as an incentive stock option under the Code, or in order to conform to any regulation or to any change in any law or regulation applicable thereto. The Board may reserve to itself any of the authority granted to the Committee as set forth herein, and it may perform and discharge all of the functions and responsibilities of the Committee at any time that a duly constituted Committee is not appointed and serving.
(b) ACTIONS OF THE BOARD AND COMMITTEE. All actions taken and all interpretations and determinations made by the Board or by the Committee in good faith (including determinations of Fair Market Value) shall be final and binding on all Optionees, the Corporation and all other interested persons. No member of the Committee shall be personally liable for any action or determination made in good faith in connection with this Plan, and all members of the Board of the Committee shall, in addition to their rights as directors, be fully protected by the Corporation with respect to any such action, determination or interpretation.
(c) INTERESTED DIRECTORS. Members of the Board who are either eligible for Options or have been granted Options may vote on any matters affecting the administration of the Plan or the grant of any Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or Committee during which action is taken with respect to the granting of Options to said Board or Committee member (unless such action would affect a committee member's status as "disinterested" under Rule 16b-3 of the Exchange Act).
(d) POWERS OF THE BOARD. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine, upon review of the relevant information, the Fair Market Value of the Stock;
(iii) to determine the exercise price per share of Options to be granted, which exercise price shall be determined in accordance with Section 6 of the Plan; (iv) to determine the Employees and Consultants to whom, and the time or times at which, Options shall be granted and the number of shares to be represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which need not be the same for each Option granted) and, with the consent of the holder thereof, modify, terminate or amend each Option; (viii) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option; (ix) to authorize any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Option previously granted by the Board; and (x) to make all other determinations deemed necessary or advisable for the administration of the Plan.
5. ELIGIBILITY.
(a) GENERALLY. Options may be granted to Employees and Consultants, provided that Incentive Stock Options may only be granted to Employees. An Employee or Consultant who has been granted an Option may, if he is otherwise eligible, be granted additional Options.
(b) CRITERIA. In making any determination as to Employees and Consultants to whom Options shall be granted, the Committee shall take into account such factors as it shall deem relevant in accomplishing the purpose of the Plan, including but not limited to the Employee's or Consultant's loyalty, performance, and experience.
(c) ISO LIMITATIONS WITH RESPECT TO PRICE. In no event shall an Incentive Stock Option be granted to any person who, at the time such Option is granted, owns (as defined in Section 422 of the Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the Corporation or of its parent or subsidiary corporation, unless the option price is at least 110% of the Fair Market Value of the stock subject to the Option, and such Option is by its terms not exercisable after the expiration of five (5) years from the date such Option is granted.
(d) ISO LIMITATIONS WITH RESPECT TO SHARES. The aggregate Fair Market Value (determined as of the time that option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any individual Employee during any single Calendar Year under this Plan and all the incentive stock option plans of the Corporation (and its parent and subsidiary corporations, if any), shall not exceed $100,000.
(e) NO EMPLOYEE CONTRACT. The Plan shall not confer upon any Optionee any right with respect to continuation of employment by or the rendition of consulting services to the Corporation, nor shall it interfere in any way with its right or the Corporation's right to terminate his or her employment or services at any time.
6. PRICE.
(a) GENERALLY. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board. However, the exercise price of the Shares which shall be covered by each Incentive Stock Option shall be at least 100% of the Fair Market Value of the Shares at the time of granting the Incentive Stock Option. The exercise price of a Nonstatutory Stock Option shall not be less than 85% of the Fair Market Value on the date of the grant of the Option. If an Incentive Stock Option is granted to an Optionee who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or its Parent or any Subsidiary, the exercise price shall be as set forth in
Section 5(c) above.
(b) PAYMENT. The exercise price shall be paid in full at the time of exercise of the Option in cash or in such other form of lawful consideration as the Board of Directors or the Committee may approve from time to time, including, without limitation, the transfer of outstanding shares of Stock as provided in Section 7(d).
7. OPTIONS.
(a) GENERALLY. Subject to the provisions of the Plan, the Board shall determine for each Option (which need not be identical) the number of shares for which the Option shall be granted, the Option price of the Option, and all other terms and conditions of the Option.
(b) TIME OF GRANTING OPTIONS. Neither anything contained in the Plan or in any resolution adopted or to be adopted by the Board of Directors or the shareholders of the Corporation nor any action taken by the Committee shall constitute the granting of any Option. The granting of an Option shall take place only when a written Stock Option Agreement shall have been duly executed and delivered by or on behalf of the Corporation and the person to whom such Option shall be granted.
(c) TERM OF OPTION. The term of each Option may be up to ten (10) years from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. However, in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Corporation or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter time as may be provided in the Stock Option Agreement.
(d)EXERCISE OF OPTION.
(i) Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performance criteria with respect to the Corporation or the Optionee, or both, and as shall be permissible under the terms of the Plan.
(ii) An Option may not be exercised for a fraction of a Share.
(iii) An Option shall be deemed to be exercised when written notice of such exercise has been given to the Corporation in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Corporation. If shares of Common Stock are permitted to be surrendered in payment of the exercise price of any Option, such surrendered shares shall be valued at their Fair Market Value on the date of exercise of the Option. Until the issuance of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
(iv) Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(v) Except as otherwise specifically provided herein, an Option may not be exercised at any time unless the holder thereof shall have maintained Continuous Status as an Employee or Consultant of the Corporation or of one or more of its Subsidiaries, or its Parent, from the date of the granting of the Option to the date of its exercise.
(vi) The Board may condition the grant of any Option upon the agreement by Optionee that all shares issuable upon exercise of such Option shall be subject to a right of first refusal by the Corporation.
(e) TERMINATION OF EMPLOYMENT.
(i) In the event that the employment of an Employee or the engagement of a Consultant to whom an Option shall have been granted shall be terminated other than by reason of death or disability, such Option may be exercised (to the extent that the Employee or Consultant shall have been entitled to do so at the termination of his employment or engagement) at any time within three months after such termination, but in any event no later than the date of expiration of the Option term; provided, however, that in its discretion the Board may provide (at the time of grant, at the time of termination or at such other time as it determines) that all or part of an Option granted to a Consultant shall remain outstanding after the termination of his or her engagement by the Corporation for the period of time determined by the Board (but not longer than permitted by
Section 7(c) hereof).
(ii) Notwithstanding the provisions of sub-section e(i), above, if the holder of an Option is terminated for "cause" (as hereinafter defined), the Board shall have the authority, by notice to the holder of an Option, to immediately terminate such Option, effective on the date of termination of employment, and such Option shall no longer be exercisable to any extent whatsoever. As used herein, "cause" shall mean Optionee's termination by reason of
(i) a material failure by Optionee, as determined solely in the discretion of the Board, to carry out the responsibilities and requirements of Optionee's position with the Corporation,
(ii) the breach by Optionee of the terms of any non-disclosure or non-compete agreement with the Corporation, or (iii) the commission by Optionee, as determined solely in the discretion of the Board of Directors, of any act performed other than pursuant to Optionee's duties to the Corporation, which has a material adverse effect on the business or reputation of the Corporation.
(iii) So long as the holder of an Option shall maintain Continuous Status as an Employee or Consultant of the Corporation or one or more of its subsidiaries, his or her Option shall not be affected by any change of duties or position. To the extent that the holder of an Option was not entitled to exercise his or her Option at the time of his or her termination, or insofar as he or she does not exercise such Option to the extent he or she was entitled within the time specified herein, the Option shall itself terminate at the time of such termination , unless otherwise provided by the Board pursuant to this Section 7(e)(i) in the case of a Consultant.
(f) Disability of Optionee. Notwithstanding the provisions of Section 7(e) above, in the event an Employee or Consultant is unable to continue his or her employment with or to perform services for the benefit of the Corporation as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee (or Optionee's legal representative) may, but only within one year after termination due to such disability, exercise his or her Option to the extent Optionee was entitled to exercise it at the date of such disability; provided that if the Board has provided for different exercisability criteria for any Consultant pursuant to Section 7(e), above, such terms shall also affect the provisions of this Section 7(f). To the extent that Optionee was not entitled to exercise the Option at the date of disability, or insofar as he or she does not exercise such Option to the extent entitled within the time specified herein, the Option shall terminate.
(g) DEATH OF OPTIONEE. Unless otherwise provided for by the Board pursuant to Section 7(e) with respect to an Option granted to a Consultant, or unless otherwise set forth in the Option Agreement, in the event of the death of an Optionee:
(i) if Optionee dies during the term of the Option and is at the time of his or her death an Employee or Consultant of the Corporation who shall have been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised, at any time within one year following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the right to exercise had accrued at the date of death; or
(ii) if Optionee dies within three (3) months after the termination of Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one year following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of such termination.
8. NON-TRANSFERABILITY OF OPTIONS. The Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee or Optionee's legal representative.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Corporation, the number of shares of Stock covered by each outstanding Option and the number of shares of Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option upon termination of employment, as well as the price per share of Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting from a stock split, the payment of a stock dividend with respect to the Stock, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Corporation; provided, however, that conversion of any convertible securities of the Corporation shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding, and conclusive. Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Stock subject to an Option.
10. LIQUIDATION OR MERGER OF THE CORPORATION.
(a) LIQUIDATION. In the event of a proposed dissolution or liquidation of the Corporation, the Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, give each Optionee the right to exercise his or her Option as to Shares as to which the Option would not otherwise be exercisable.
(b) SALE OF ASSETS, MERGER OR CONSOLIDATION. In the event of a proposed sale of all or substantially all of the assets of the Corporation, or the merger or consolidation of the Corporation with or into another corporation in a transaction in which the Corporation does not survive, the Board, in its sole discretion, may provide for the acceleration of the exercise date of some or all of the non- exercisable portion of any outstanding Option, and/or may provide for the termination of any Option immediately prior to the consummation of the proposed transaction, and/or may provide for the replacement of any Option with comparable options to purchase stock of such other corporation. Any Option (or portion thereof) not exercised or terminated prior to the consummation of such transaction shall terminate immediately upon consummation thereof.
11. WITHHOLDING TAXES: SATISFIED BY WITHHOLDING OPTIONED SHARES.
(a) GENERAL. The Corporation, its Parent or any Subsidiary may take such steps as it may deem necessary or appropriate for the withholding of any taxes which the Corporation, its Parent or any Subsidiary is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with any option, including, but not limited to, requiring the Optionee to pay such tax at the time of exercise or the withholding of issuance of shares of Stock to be issued upon the exercise of any Option until the Optionee reimburses the Corporation for the amount the Corporation is required to withhold with respect to such taxes, or, at the Corporation's sole discretion, cancelling any portion of such issuance of Stock in any amount sufficient to reimburse itself for the amount it is required to so withhold.
(b) SATISFYING TAXES BY WITHHOLDING OPTIONED SHARES. All federal and state taxes required to be withheld or collected from an Optionee upon exercise of an Option may be satisfied by the withholding of a sufficient number of exercised Option Shares which, valued at Fair Market Value on the date of exercise, would be equal to the total withholding obligation of the Optionee for the exercise of such Option. Such election shall be deemed made upon receipt of notice thereof by an officer of the Corporation, by mail, personal delivery or by facsimile message, and shall (unless notice to the contrary is provided to the Corporation) be operative for all Option exercises which occur during the twelve-month period following election.
12. ISSUANCE OF SHARES.
(a) Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Corporation with respect to such compliance.
(b) As a condition to the exercise of an Option, the Corporation may impose various conditions, including a requirement that the person exercising such Option represent and warrant, at the time of any such exercise, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, and a requirement that the Shares be subject to a right of first refusal as set forth in the Option Agreement between Optionee and the Corporation.
13. EFFECTIVENESS OF PLAN. The Plan shall become effective on August 4, 1992, but only if the shareholders of the Corporation shall, by the affirmative vote of a majority in interest of all the shares of the Corporation taken within twelve months after such date, have approved the Plan.
14. TERMINATION AND AMENDMENT OF PLAN. The Plan shall terminate on August 3, 2002, and no Option shall be granted under the Plan after that date. The Board of Directors may at any time and from time to time modify or amend the Plan (including the form of Stock Option Agreement) in such respects as it shall deem advisable, provided that without approval by a majority in interest of all the shares of the Corporation there shall be: (a) no increase in the total number of shares covered by the Plan (except by operation of Section 9 hereof), (b) no change in the formula for determining the exercise price or the maximum term of Options, (c) no change that would materially lessen the requirements as to eligibility for participation in the Plan, and (d) no change in the class of persons eligible to receive options or rights under the Plan, including the definitions of "Employee" and "Consultant.

EXHIBIT 4.2
Standard
AUDIOLOGIC, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is issued to _____________________
(the "Optionee"), pursuant to the 1992 Stock Option Plan (the "Plan")
of AudioLogic, Inc., a Colorado corporation (the "Corporation").
1. OPTIONEE: BASIC TERMS. The Optionee is hereby granted an option to purchase the number of fully paid and non-assessable shares of the Common Stock, $.01 par value, of the Corporation at the option price set forth below, subject to the following additional terms and conditions:
(a) DEFINITIONS.
(i) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
(ii) "Incentive Stock Option" shall mean an option described in Section 422 of the Code. To qualify for favorable tax treatment provided by an Incentive Stock Option, the shares purchased upon exercise must be held for a period of two (2) years from the date of the option grant and for a period of one (1) year after the shares are transferred to Optionee.
(iii) "Non-Statutory Option" shall mean an option other than an Incentive Stock Option, the exercise of which generally results in an immediate taxable event.
(iv) Unless otherwise indicated, all capitalized terms set forth in this Agreement shall have the meaning provided to them under the Plan, a copy of which Optionee acknowledges having received.
(b) GRANT OF OPTIONS.
(i) The Corporation hereby grants to the Optionee an option (the "Option") to purchase ________ shares of the Common Stock of the Corporation, upon the terms and conditions set forth below. The date of grant of the Option is ___________________ (the "Grant Date").
(ii) This Option is intended to be a(n):
Incentive Stock Option (to be received only by employees of the Corporation).
Non-Statutory Option.
(iii) The Optionee is a(n) (if applicable, check more than one):

Employee        Officer

Consultant      Director

             (c)     DURATION OF OPTION	

(i) EXPIRATION OF OPTION. This Option shall expire ten (10) years from the Grant Date; provided, however, for any Optionee who owns more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Corporation, the duration of an Incentive Stock Option shall be five (5) years.
(ii) NON-STATUTORY OPTION. If this Option is a Non-Statutory Stock Option, as set forth above, it shall expire five (5) years after the Grant Date.
(iii)TERMINATION FOR CAUSE. Notwithstanding any of the foregoing, if the Optionee is terminated "for cause" (as such term is defined in Section 7 (c) of the Plan), this Option shall terminate immediately upon such termination and the holder in such event shall have no right after such termination to exercise any unexercised Option he or she might have exercised on or prior to the termination.
(d) EXERCISE PRICE. The purchase price for the shares subject to the Option shall be $_______ per share, which is either: (a) equal to at least eighty-five percent (85%) of the Fair Market Value if the Option is a Non-Statutory Stock Option,
(b) equal to at least one-hundred percent (100%) of the Fair Market Value if the Option is an Incentive Stock Option, or (c) equal to at least one-hundred ten percent (110%) of the Fair Market Value if the Option is an Incentive Stock Option and Optionee holds more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Corporation.
2. EXERCISABILITY. Subject to the provisions relating to termination of employment, death or permanent disability as set forth in the Plan and paragraph 7 hereof, this Option shall become exercisable in one or more installments, in the percentages and on and after the dates set forth below:

Period of Time After              % of Option
Grant Date                      Shares Exercisable

Twelve (12) Months                   28%

Each calendar month thereafter        2%	

Under these provisions, the Option is fully exercisable approximately four years after the Grant Date. Twenty-eight percent (28%) of the Option becomes exercisable one year after the Grant Date and the remainder becomes exercisable on a monthly basis over the following three years.
3. LIMIT ON EXERCISE OF OPTION. This Option may be exercised as to exercisable Shares at any time or from time to time during the term of this Agreement. Except on termination of employment, death or permanent disability as set forth in the Plan, the Option may not be exercised at any time unless the Optionee shall have maintained Continuous Status as an Employee of the Corporation or of its Parent or of one or more of its Subsidiaries, from the date hereof to the date of the exercise of the Option, except as otherwise provided by the Board pursuant to
Section 7 of the Plan with respect to an Option granted to a Consultant. The holder of the Option shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of the Option.
4. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation, at its principal office, in the form of Exhibit A attached hereto. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Corporation shall deliver a certificate or certificates representing such shares as soon as practicable after the notice is received. Payment of such purchase price shall, in either case, be made in any of the following methods, as may be elected by the Optionee, except for those PROHIBITED methods indicated by a check mark within any of the boxes below (a check mark means the method is prohibited):
in cash or by check payable to the order of the Corporation;
in Common Stock of the Corporation already owned by the Optionee, valued as of the date of exercise of the Option at Fair Market Value and subject to such terms and
conditions as are prescribed by the Board; or
in Shares being acquired upon exercise of the Option, valued as of the date of exercise of the Option at Fair Market Value and subject to such terms and conditions as are
prescribed by the Board.
(b) Optionee agrees to have withheld from any remuneration payable to him by the Corporation and/or to pay to the Corporation, at the time of exercise of the Option, an amount which is required to be withheld or paid pursuant to any Federal, State or local tax or revenue laws or regulations, as may be determined by the Corporation. The Optionee may satisfy such tax withholding by instructing the Corporation to withhold such number of option shares exercised which, when valued at Fair Market Value on the date of exercise, equal the total tax obligations required to be withheld.
(c) The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to the Plan by any person or persons other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.
5. NONTRANSERABILITY. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Optionee, only by the Optionee or his or her legal representative. The Option shall be null and void and without effect upon any attempted assignment or transfer, except as hereinabove provided, including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition contrary to the provisions hereof, or levy of execution, attachment, trustee process or similar process, whether legal or equitable, upon the Option.
6. DISCLOSURE AND RISK. The Optionee represents and warrants to the Corporation as follows:
(a) This Option and the Shares will be acquired by the Optionee for Optionee's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").
(b) The Optionee understands that: (i) at time of grant and exercise, the Option and the Shares have not been and probably will not have been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act, and that they must be held by the Optionee indefinitely; (ii) that the Optionee must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration; (iii) that Rule 144, the usual exemption from registration, is only available after the satisfaction of certain holding periods and in the presence of a public market for the Shares, that there is no certainty that a public market for the Shares will exist, and that otherwise it will be necessary that the Shares be sold pursuant to another exemption from registration which may be difficult to satisfy.
(c) That because of Optionee's position with the Corporation and as a result of inquiries made by Optionee and information furnished to Optionee by the Corporation, Optionee has as of the date of grant and will have as of the date of exercise, reviewed all information necessary to make an informed investment decision.
(d) The Optionee understands that, under certain conditions, disposition of the Shares subject to this Option Agreement could result in adverse tax consequences because of failure to meet prescribed holding period requirements. Optionee hereby agrees to notify the Corporation in writing within thirty
(30) days after the date of any such disposition.
(e) That Optionee understands that each certificate representing the Shares shall be endorsed with the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY FEDERAL OR STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED, OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION EXISTS. THE AVAILABILITY OF ANY EXEMPTION FROM REGISTRATION OR QUALIFICATION MUST BE ESTABLISHED BY AN OPINION OF COUNSEL FOR THE SHAREHOLDER, WHICH OPINION AND COUNSEL MUST BE REASONABLY SATISFACTORY TO THE COMPANY."
The Corporation need not register a transfer of any of the Shares unless one of the conditions specified in the foregoing legend is satisfied.
7. RIGHT OF FIRST REFUSAL. Before any Shares issued upon exercise of this Option may be sold or transferred (including transfer by operation of law) such shares (the "Offered Shares") shall first be offered to the Corporation.
(a) The Optionee shall deliver a notice ("Notice") to the Corporation stating (i) his or her bona fide intention to sell or transfer the Offered Shares, (ii) the number of the Offered Shares to be sold or transferred, (iii) the cash price for which he or she proposes to sell or transfer the Offered Shares, and (iv) the name of the proposed purchaser or transferee.
(b) Within thirty (30) days after receipt of the Notice, the Corporation or its assignee shall serve notice to the Optionee of whether it intends to purchase any or all of the Offered Shares at the price per share and on the terms specified in the Notice.
(c) If all the Offered Shares to which the Notice refers are not elected to be purchased, as provided in Section 7(b) hereof, the Optionee may sell the remaining Offered Shares to any person named in the Notice at the price and on the terms specified in the Notice, so long as such sale or transfer is consummated within three (3) months of the date of said Notice to the Corporation, and is materially in accordance with all the terms and conditions hereof; provided, however, that Optionee may not sell, assign or otherwise transfer any Shares to any competitor of the Company or to any other person or entity if, in the reasonable opinion of the Board of Directors, the ownership of the Shares by such person would materially and adversely affect the Corporation's business and operations. Any Shares not sold or transferred within such three-month period will be subject to the provisions of this Section 8 upon any subsequent transfer.
(d) Optionee's obligations under this Section 7 shall terminate immediately prior to and effective upon (i) the merger, reorganization, or consolidation of the Corporation in which the holders of the outstanding voting securities of the Corporation immediately prior to such merger, reorganization or consolidation do not hold a majority of the voting securities of the surviving entity outstanding immediately after such merger, reorganization or consolidation, (ii) the sale of all or substantially all of the Corporation's assets, or (iii) the initial public offering of the Corporation's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.
(e) The provisions of Sections 7(a), 7(b) and 7(c) shall not apply to a transfer of any shares of Stock by Optionee during his lifetime to his ancestors, descendants or spouse, or any custodian or trustee for the account of Optionee or Optionee's ancestors, descendants or spouse; provided, in each such case the transferee shall receive and hold such shares subject to the provisions of this Section 7 and there shall be no further transfer of such shares except in accordance herewith.
(f) Optionee understands that each certificate representing the Shares shall be endorsed with the following legend, unless this Section 7 has terminated prior to the issuance of such Shares:
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST
 REFUSAL OBLIGATION IN FAVOR OF THE
CORPORATION OR ITS ASSIGNEE, AS SET FORTH IN
AN AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THIS CORPORATION.
8. NOTIFICATION UPON TRANSFER OF ISO SHARES. If this Option is an Incentive Stock Option, the Optionee hereby agrees to notify the Corporation in writing within three (3) days after any sale, transfer or other disposition of shares acquired upon the exercise of this Option which occurs within either twelve
(12) months following the date of exercise or twenty-four (24) months following the Grant Date.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be duly executed by its officers thereunto duly authorized, and the Optionee has executed this Agreement, all as of the Grant Date set forth in paragraph 1(b) (i) above.
AUDIOLOGIC, INC.
By:
Title:
Optionee
Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Corporation's Board of Directors upon any questions arising under the Plan.
Dated: __________________.
EXHIBIT A
AUDIOLOGIC, INC.
NOTICE OF EXERCISE OF OPTION
I, __________________, hereby give notice to AudioLogic, Inc. (the "Company"), of my intent to exercise my right and option to purchase ___________ shares of the Company's common stock under the Company's 1992 Stock Option Plan (the "Plan"), and granted to me pursuant to a Stock Option Agreement dated _________________________ 19____ ("Option Agreement").
I hereby specifically reaffirm the representations, warranties, and acknowledgments contained in paragraph 6 of the Option Agreement.
IN WITNESS WHEREOF, I have executed this Notice this _______ day of ________________, 19____.
(Signature)
(Name Printed)

EXHIBIT 5.1
October 1, 1999
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, California 94538
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about September 30, 1999 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 39,753 shares of your Common Stock (the "Shares") reserved for issuance under the AudioLogic, Inc. 1992 Stock Option Plan (the "Plan"). As your legal counsel, we have examined the proceedings taken and proposed to be taken in connection with the issuance and sale of the Shares under the Plan. It is our opinion that, when issued and sold in compliance with applicable prospectus delivery requirements and in the manner referred to in the Plan and pursuant to the agreements which accompany each option grant under the Plan, the Shares will be legally and validly issued, fully paid, and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendment thereto.
Very truly yours,

/s/WILSON SONSINI GOODRICH & ROSATI
Professional Corporation	

EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the AudioLogic, Inc. 1992 Stock Option Plan of our report dated April 21, 1999 with respect to the consolidated financial statements and schedule of Cirrus Logic, Inc. included in its Annual Report (Form 10-K) for the year ended March 27, 1999, filed with the Securities and Exchange Commission.

/S/ ERNST & YOUNG LLP
San Jose, California
October 1, 1999