S-8

As filed with the Securities and Exchange Commission on August 29, 2005

Registration No. 333-___

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LAM RESEARCH CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other
jurisdiction of
incorporation or
organization) 94-2634797
(I.R.S. Employer
Identification No.)

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

MARTIN B. ANSTICE
Vice President, Finance, Chief Financial Officer
and Chief Accounting Officer
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
(510) 572-0200
(Name, address, including zip code, and telephone number, including area code, of agent for
service)

Copies to:

TIMOTHY G. HOXIE, ESQUIRE
Heller Ehrman LLP
333 Bush Street
San Francisco, California 94104
Telephone: (415) 772-6000
Facsimile: (415) 772-6268

1997 Stock Incentive Plan, as amended
1999 Stock Option Plan, as amended
1999 Employee Stock Purchase Plan, as amended

CALCULATION OF REGISTRATION FEE

	Amount to be	Proposed Maximum	Proposed Maximum	Amount of
Title of Securities to be Registered	Registered(1)(2)	Offering Price Per Share(3)	Aggregate Offering Price(3)	Registration Fee
Common Stock, $0.001 par value	11,000,000	$29.88	$328,680,000	$38,685.64

(1)	Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
(2)	Includes (a) 2,000,000 shares of Registrant’s Common Stock to be issued pursuant to 1999 Employee Stock Purchase Plan, as amended; (b) 3,000,000 shares of Registrant’s Common Stock to be issued pursuant to the 1999 Stock Option Plan, as amended; and (c) 6,000,000 shares of Registrant’s Common Stock to be issued pursuant to the 1997 Stock Incentive Plan, as amended.
(3)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s Common Stock reported on the Nasdaq National Market on August 26, 2005.

TABLE OF CONTENTS

	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
POWER OF ATTORNEY TO SIGN AMENDMENT
Index to Exhibits
EXHIBIT 5.1
EXHIBIT 23.1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          The following documents, which have been filed by Lam Research Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference in this Registration Statement:

(a)	Registrant’s Annual Report on Form 10-K for the fiscal year ended June 26, 2005; and
(b)	The description of Registrant’s Common Stock as set forth in the Registrant’s Registration Statement filed with the Commission on Form 8-B on April 11, 1990 and any amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of 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

          Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his or her fiduciary duty as a director, except in the case where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Registrant’s Certificate of Incorporation contains a provision that eliminates directors’ personal liability as set forth above.

          Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

          The Registrant’s Certificate of Incorporation provides that, to the fullest extent permitted by the Delaware General Corporation Law, no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Certificate of Incorporation also provides that no amendment or repeal of such provision or adoption of an inconsistent provision shall apply to or have any effect on the protection from personal liability to the Company or its stockholders permitted thereunder with respect to any matter occurring, or any cause of action, suit or claim that, but for the Certificate of Incorporation, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision. Additionally, the Registrant’s Amended and Restated Bylaws provide that the Registrant will indemnify to the maximum extent authorized by law each of its directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation.

          The Registrant has also obtained on behalf of its officers and directors insurance against losses arising from any claim asserted against or incurred by such individual in any such capacity, subject to certain exclusions.

          See also the undertakings set out in response to Item 9.

Item 7. Exemption from Registration Claimed

              Not applicable.

Item 8. Exhibits

Item
No.	Description of Item
4.1(1)	Lam Research Corporation 1997 Stock Incentive Plan, as amended
4.2(1)	Lam Research Corporation 1999 Stock Option Plan, as amended
4.3(2)	Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended
5.1	Opinion of Heller Ehrman LLP
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Heller Ehrman LLP (filed as part of Exhibit 5.1)
24.1	Power of Attorney (Included in the signature page to this registration statement)

(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2002. (SEC File Number 000-12933).
(2)	Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on October 14, 2003 (SEC File Number 000-12933).

Item 9. Undertakings

          A.          The undersigned registrant hereby undertakes:

                        (1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

                                                  (i)          To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                                                  (ii)          To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

                                                  (iii)          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; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

                        (2)          That, for the purpose of determining any liability under the Securities Act of 1933, each such 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 undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed 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 the foregoing provisions, 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, 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 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.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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 this 29th day of August, 2005.

Lam Research Corporation
By:	/s/ Martin B. Anstice
	Martin B. Anstice
	Vice President, Finance, Chief Financial Officer and Chief Accounting Officer

POWER OF ATTORNEY TO SIGN AMENDMENT

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint James W. Bagley and Martin B. Anstice and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as he or such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Stephen G. Newberry  Stephen G. Newberry	President and Chief Executive Officer, Director	August 29, 2005
/s/ Martin B. Anstice  Martin B. Anstice	Vice President Finance, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)	August 29, 2005
/s/ James W. Bagley  James W. Bagley	Executive Chairman	August 29, 2005
/s/ David G. Arscott  David G. Arscott	Director	August 29, 2005
/s/ Robert Berdahl  Robert Berdahl	Director	August 29, 2005

Signature	Capacity	Date
/s/ Richard J. Elkus, Jr. Richard J. Elkus, Jr.	Director	August 29, 2005
/s/ Jack R. Harris  Jack R. Harris	Director	August 29, 2005
/s/ Grant M. Inman  Grant M. Inman	Director	August 29, 2005
/s/ Seiichi Watanabe Seiichi Watanabe	Director	August 29, 2005

Index to Exhibits

Exhibit
No.	Description of Item
4.1(1)	Lam Research Corporation 1997 Stock Incentive Plan, as amended
4.2(1)	Lam Research Corporation 1999 Stock Option Plan, as amended
4.3(2)	Lam Research Corporation 1999 Employee Stock Purchase Plan, as amended
5.1	Opinion of Heller Ehrman LLP
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Heller Ehrman LLP (filed as part of Exhibit 5.1)
24.1	Power of Attorney (Included in the signature page to this registration statement)

(1)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2002. (SEC File Number 000-12933).
(2)	Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on October 14, 2003 (SEC File Number 000-12933).

EX-5.1

Exhibit 5.1

OPINION OF HELLER EHRMAN LLP

August 29, 2005

Lam Research Corporation
4650 Cushing Parkway
Fremont, CA 94538

Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the “Registration Statement”) filed by you with the Securities and Exchange Commission (the “Commission”) on August 29, 2005 in connection with the registration under the Securities Act of 1933, as amended, of a total of 11,000,000 shares of your Common Stock (the “Shares”) reserved for issuance under the 1999 Employee Stock Purchase Plan, as amended, (the “1999 Employee Plan”), the 1999 Stock Option Plan, as amended, (the “1999 Plan”) and the 1997 Stock Incentive Plan, as amended (the “1997 Plan”). Such number consists of (i) 2,000,000 shares reserved for issuance under the 1999 Employee Plan; (ii) 3,000,000 shares reserved under the 1999 Plan and (iii) 6,000,000 shares reserved for issuance under the 1997 Plan.

     In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents and instruments:

(a)	The Amended Certificate of Incorporation of the Company, as amended to date, certified by the Secretary of State of the State of Delaware as of August 26, 2005 and certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;
(b)	The Bylaws of the Company, as amended to date, certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;
(c)	A Certificate of an officer of the Company (i) attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors and stockholders of the Company relating to the adoption and approval of the Plans and the Registration Statement, and (ii) certifying as to certain factual matters;

Lam Research Corporation
August 29, 2005
Page 2

(d)	A letter from Mellon Investor Services, the transfer agent of the Company, certifying as to the number of outstanding shares of common stock of the Company on August 26, 2005;
(e)	The Registration Statement; and
(f)	The Plans.

     This opinion is limited to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

     Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered, issued and sold, (ii) the Shares to be sold are issued in accordance with the terms of the applicable Plan, (iii) the Company receives the full consideration for the Shares as stated in the applicable Plan, (iv) the per share consideration for each Share includes payment of cash or other lawful consideration at least equal to the par value of the Company’s Common Stock, and (v) all applicable securities laws are complied with, it is our opinion that the Shares covered by the Registration Statement, when issued and sold by the Company, after payment therefore in the manner provided in the applicable Plan and the Registration Statement, will be legally issued, fully paid and nonassessable.

     This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.

Very truly yours,

/s/ Heller Ehrman LLP

Heller Ehrman LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the amended 1997 Stock Incentive Plan, 1999 Employee Stock Purchase Plan and 1999 Stock Option Plan of Lam Research Corporation of our reports dated August 16, 2005, with respect to the consolidated financial statements and schedule of Lam Research Corporation included in its Annual Report (Form 10-K) for the year ended June 26, 2005, Lam Research Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Lam Research Corporation, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP  

San Jose, California
August 29, 2005