UNITED  STATES
SECURITIES  AND  EXCHANGE  COMMISSION
Washington,  D.C.    20549

SCHEDULE  13G
Under  the  Securities  Exchange  Act  of  1934

Amendment  No.:

Name  of  Issuer:  BROADCOM  CORPORATION

Title  of  Class  of  Securities:    COMMON  STOCK  $.0001  PAR  VALUE

CUSIP  Number:    111320107


Check  the  following line if a fee is being paid with this statement.  (A fee
is  not  required  only  if the filing person: (1) has a previous statement on
file  reporting beneficial ownership of more than five percent of the class of
securities  described  in  Item  1;  and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
 (See  Rule  13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing  on this form with respect to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures  provided  in  a  prior  cover  page.

The  information  required  in  the  remainder of this cover page shall not be
deemed  to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the  Notes).

 1.          Name  of  Reporting  Person  and  S.S.  or  I.R.S. Identification
      No  of  Above  Person:          Pequot  Capital  Management,  Inc.
                    Tax  ID:    06-1524885

 2.          Check  the  Appropriate  Box  if  a  Member  of  a  Group
          a.
          b.

 3.          SEC  Use  Only

 4.          Citizenship  or  Place  of  Organization:
          Connecticut

Number  of  Shares  Beneficially  Owned  by  Each  Reporting  Person  With:

 5.          Sole  Voting  Power:          1,511,400

 6.          Shared  Voting  Power:          0

 7.          Sole  Dispositive  Power:          1,511,400

 8.          Shared  Dispositive  Power:          0

 9.          Aggregate  Amount  Beneficially
     Owned  by  Each  Reporting  Person:          1,511,400

10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

11.          Percent  of  Class  Represented by Amount in Row (9):       11.2%

12.          Type  of  Reporting  Person:          IA,  CO


Item  1(a)  Name  of  Issuer:    BROADCOM  CORPORATION

        1(b)  Address  of  Issuer's  Principal  Executive  Offices:
          16251  Laguna  Canyon  Road,  Irvine,  California  92618

Item 2(a) - (c).  Name, Principal Business Address, and Citizenship of Persons
Filing:
     Pequot  Capital  Management,  Inc.,  500  Nyala  Farm  Road,
     Westport,  CT  06880,  which  is  a  Connecticut  corporation.

     (d)          Title  of Class of Securities: COMMON STOCK $.0001 PAR VALUE

           (e)            CUSIP  Number:      111320107

Item  3.         This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E). 
Pequot  Capital  Management,  Inc.  is  an investment adviser registered under
Section  203  of  the  Investment  Advisers  Act  of  1940.

Item  4.          Ownership.
          Ownership  as  of  January  31, 1999 is incorporated by reference to
items  (5)  -  (9)  and (11) of the cover page of the reporting person.  As of
January  1, 1999, Dawson-Samberg Capital Management, Inc. restructured and the
reporting  person  identified above, Pequot Capital Management, Inc., was spun
off.    As  a  result  of  this spin off, certain investment advisory clients,
including those who own the securities reported hereon, are now advised by the
reporting  person.

Item  5.          Ownership  of  Five  Percent  or  Less  of  a  Class.
               Not  applicable.

Item  6.      Ownership of More than Five Percent on Behalf of Another Person.
     The  reporting  person  is an investment adviser registered under Section
203  of  the  Investment  Advisers  Act  of  1940 and, as such, has beneficial
ownership  of  the  shares  which  are  the subject of this filing through the
investment  discretion  the  reporting  person  exercises  over  its  client's
accounts.

Item 7.     Identification and Classification of the Subsidiary Which Acquired
the                    Security  Being Reported by the Parent Holding Company.
               Not  applicable.

Item  8.          Identification  and  Classification of Members of the Group.
               Not  applicable.

Item  9.          Notice  of  Dissolution  of  the  Group.
               Not  applicable.

Item  10.

          By  signing  below,  I certify that, to the best of my knowledge and
belief,  the securities referred to above were acquired in the ordinary course
of  business  and were not acquired for the purpose and do not have the effect
of  changing  or  influencing the control of the issuer of such securities and
were  not  acquired  in connection with or as a participant in any transaction
having  such  purpose  or  effect.

          After reasonable inquiry and to the best of my knowledge and belief,
I  certify  that the information set forth in this statement is true, complete
and  correct.


Date:  February  9,  1999

By:  /s/          David  J.  Malat
  Title:  Chief  Financial  Officer