##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A





(Amendment No. 1)


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31, 2004                                                 
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to          .                                  

Commission File No. 1-10317


LSI LOGIC CORPORATION


(Exact name of registrant as specified in its charter)


|                                                                   |  |                                      
|------------------------------------------------------------------ |  | -------------------------------------
|Delaware                                                           |  | 94-2712976                           
|(State or other jurisdiction of
    incorporation or organization) |  | (IRS Employer
    Identification No.)

1621 Barber Lane


Milpitas, California 95035


(Address of principal executive offices) (Zip Code)


Registrants telephone number, including area code:


(408) 433-8000


Securities registered pursuant to Section 12(b) of the
Act:


|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of each class             |  | Name of each Exchange on which registered
|                                |  |                                          
|Common Stock, $0.01 par value   |  | New York Stock Exchange                  
|Preferred Share Purchase Rights |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the
Act:


NONE


(Title of class)


þ o


þ


þ o






DOCUMENTS INCORPORATED BY REFERENCE












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##### 







EXPLANATORY NOTE




PART IV




|         |                                          
|-------- | -----------------------------------------
|Item 15. | Exhibits and Financial Statement Schedule







| |   |     |  |                                                                                                                                                                                                                                                                                                       
| | - | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2 | .1  |  | Agreement and Plan of Reorganization dated March 26, 2001
    by and among Registrant, Clover Acquisition Corporation and
    C-Cube Microsystems Inc. Incorporated by reference to exhibits
    filed with the Registrants Registration Statement on
    Form S-4 (No. 333-58862) on April 13, 2001.
| | 2 | .2  |  | Master Separation Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year
    ended December 31, 2003.                             
| | 2 | .3  |  | General Assignment and Assumption Agreement between Registrant
    and LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K
    for the year ended December 31, 2003.             
| | 2 | .4  |  | Intellectual Property Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year
    ended December 31, 2003.                         
| | 2 | .5  |  | Indemnification and Insurance Matters Agreement between
    Registrant and LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K
    for the year ended December 31, 2003.         
| | 2 | .6  |  | Employee Matters Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year
    ended December 31, 2003.                              
| | 2 | .7  |  | Real Estate Matters Agreement between LSI Logic Corporation and
    LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on
    Form 10-Q for the quarter ending October 3, 2004.           
| | 2 | .8  |  | Tax Sharing Agreement between LSI Logic Corporation and LSI
    Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ending October 3, 2004.                      
| | 2 | .9  |  | Transition Services Agreement between LSI Logic Corporation and
    LSI Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ending October 3, 2004.              
| | 2 | .10 |  | Investor Rights Agreement between LSI Logic Corporation and LSI
    Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ending October 3, 2004.                  
| | 3 | .1  |  | Restated Certificate of Incorporation of Registrant.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-46436) on September 22, 2000.                                                                                          
| | 3 | .2  |  | By-laws of Registrant. Incorporated by reference to
    Exhibit 3.1 filed with the Registrants Current Report
    on Form 8-K filed on September 3, 2004.                                                                                                                                            





---



##### 







| |    |     |  |                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4  | .1  |  | Indenture dated March 15, 1999 between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee, covering $345,000,000 principal
    amount of
    41/4% Convertible
    Subordinated Notes due 2004. Incorporated by reference to
    exhibits filed with the Registrants Registration Statement
    on Form S-3 (No. 333-80611) on June 14, 1999.
| | 4  | .2  |  | Indenture dated February 15, 2000 between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee. Incorporated by reference to
    exhibits filed with the Registrants Current Report on
    Form 8-K filed on February 24, 2000.                                                                                                                
| | 4  | .3  |  | Indenture dated as of October 30, 2001, between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee. Incorporated by reference to
    exhibits filed with Registrants Registration Statement on
    Form S-3 (No. 333-81434) on January 25, 2002.                                                                                             
| | 4  | .4  |  | Indenture dated as of May 16, 2003, between LSI Logic
    Corporation and U.S. Bank, N.A., as Trustee. Incorporated
    by reference to exhibits filed with Registrants Quarterly
    Report on Form 10-Q for the quarter ended June 30,
    2003.                                                                                                                                              
| | 4  | .5  |  | See Exhibit 3.1.                                                                                                                                                                                                                                                                                                                                                                                 
| | 10 | .1  |  | Form of Indemnification Agreement between Registrant and our
    officers, directors and certain key employees. Incorporated by
    reference to exhibits filed with the Registrants Annual
    Report on Form 10-K for the year ended December 31,
    1987.*                                                                                                                                  
| | 10 | .2  |  | Amended and Restated LSI Logic Corporation 1991 Equity Incentive
    Plan. Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8
    (No. 333-96543) on July 16, 2002.*                                                                                                                                                                           
| | 10 | .3  |  | 1995 Director Option Plan. Incorporated by reference to
    exhibits filed with the Registrants Registration Statement
    on Form S-8 (No. 333-106205) on June 17, 2003.*                                                                                                                                                                                                                      
| | 10 | .4  |  | LSI Logic Corporation International Employee Stock Purchase
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-115762) on May 21, 2004.*                                                                                                                                                                            
| | 10 | .5  |  | Form of LSI Logic Corporation Change of Control Severance
    Agreement between LSI Logic Corporation and each of its
    executive officers. Incorporated by reference to exhibits filed
    with the Registrants Annual Report on Form 10-K for
    the year ended December 31, 2003.*                                                                                                        
| | 10 | .6  |  | Technology Transfer Agreement between LSI Logic Corporation and
    Wafer Technology (Malaysia) Sdn. Bhd., dated September 8,
    1999. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended September 30, 1999.                                                                                                        
| | 10 | .7  |  | Mint Technology, Inc. Amended 1996 Stock Option Plan.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-34285) on August 25, 1997.*                                                                                                                                                                                      
| | 10 | .8  |  | Registrants Amended and Restated Employee Stock Purchase
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-115762) on May 21, 2004.*                                                                                                                                                                              
| | 10 | .9  |  | Symbios Logic, Inc. 1995 Stock Plan. Incorporated by reference
    to exhibits filed with the Registrants Form S-8
    (No. 333-62159) on August 25, 1998.                                                                                                                                                                                                                                      
| | 10 | .10 |  | LSI Logic Corporation 1999 Nonstatutory Stock Option Plan.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-96549) on July 16, 2002.*                                                                                                                                                                                   
| | 10 | .11 |  | SEEQ Technology, Inc. Amended and Restated 1982 Stock Option
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8
    (No. 333-81435) on June 24, 1999.*                                                                                                                                                                           
| | 10 | .12 |  | IntraServer Technology, Inc. 1998 Stock Option Plan.
    Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8
    (No. 333-38746) on June 7, 2000.                                                                                                                                                                                               
| | 10 | .13 |  | DataPath Systems, Inc. Amended 1994 Stock Option Plan.
    Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8
    (No. 333-42888) on August 2, 2000.*                                                                                                                                                                                          
| | 10 | .14 |  | DataPath Systems, Inc. Amended and Restated 1997 Stock Option
    Plan. Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8
    (No. 333-42888) on August 2, 2000.*                                                                                                                                                                             





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##### 







| |    |      |  |                                                                                                                                                                                                                                                                                                                                         
| | -- | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .15  |  | Syntax Systems, Inc. Restated Stock Option Plan of
    January 5, 1999. Incorporated by reference to exhibits
    filed with Registrants Registration Statement on
    Form S-8 (No. 333-52050) on December 18, 2000.*                                                                                                                 
| | 10 | .16  |  | C-Cube Microsystems Inc. 2000 Stock Plan. Incorporated by
    reference to exhibits filed with Registrants Registration
    Statement on Form S-8 (No. 333-62960) on June 14,
    2001.                                                                                                                                                
| | 10 | .17  |  | Wilfred J. Corrigan Employment Agreement dated as of
    September 20, 2001. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K
    for the year ended December 31, 2001.*                                                                                                                
| | 10 | .18  |  | Manufacturing Technology Joint Development and Foundry Supply
    Agreement dated as of March 30, 2001 by and between the
    Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year
    ended December 31, 2002.
| | 10 | .19  |  | LSI Logic Corporation 2003 Equity Incentive Plan. Incorporated
    by reference to exhibits filed with the Registrants
    Registration Statement on From S-8 (No. 333-106206) on
    June 17, 2003.*                                                                                                                                  
| | 10 | .20  |  | Registration Rights Agreement between LSI Logic Corporation and
    Morgan Stanley & Co., Inc., dated May 16, 2003.
    Incorporated by reference to exhibits filed with
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2003.                                                                        
| | 10 | .21  |  | Change in Control Severance Agreement between the Registrant and
    Thomas Georgens, dated as of November 20, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year
    ended December 31, 2003.*                                                                    
| | 10 | .22  |  | LSI Logic Corporation 1991 Equity Incentive Plan Nonqualified
    Stock Option Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on
    Form 10-Q for the quarter ending October 3, 2004.                                                                                               
| | 10 | .23  |  | Form of Notice of Grant under LSI Logic Corporation Nonqualified
    Stock Option Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on
    Form 10-Q for the quarter ending October 3, 2004.                                                                                            
| | 10 | .24  |  | LSI Logic Corporation 2003 Equity Incentive Plan Restricted
    Stock Unit Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on
    Form 10-Q for the quarter ending October 3, 2004.                                                                                                   
| | 10 | .25  |  | Engenio Information Technologies, Inc. Amended and Restated 2004
    Equity Incentive Plan. Incorporated by reference from exhibits
    filed with the Current Report on Form 8-K on
    November 4, 2004.                                                                                                                              
| | 10 | .26  |  | Engenio Information Technologies, Inc. 2004 Equity Incentive
    Plan Nonqualified Stock Option Agreement. Incorporated by
    reference from exhibits filed with the Current Report on
    Form 8-K on November 4, 2004.                                                                                                               
| | 10 | .27  |  | Form of Notice of Grant under Engenio Information Technologies,
    Inc. 2004 Equity Incentive Plan Nonqualified Stock Option
    Agreement. Incorporated by reference from exhibits filed with
    the Current Report on Form 8-K on November 4, 2004.                                                                                 
| | 10 | .28 |  | Lease Agreement dated June 30, 2004, for
    670 N. McCarthy Boulevard, Milpitas, California
    between Engenio Information Technologies, Inc. and The Irvine
    Company. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.                                                         
| | 10 | .29 |  | First Amendment, dated October 28, 2004, to the Lease
    Agreement (dated June 30, 2004), for
    670 N. McCarthy Boulevard, Milpitas, California
    between Engenio Information Technologies, Inc. and The Irvine
    Company. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.   
| | 10 | .30 |  | Lease Agreement dated December 31, 2003, for 1621 Barber
    Lane, Milpitas, California, between the Registrant and Limar
    Realty Corp. #9. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.                                                                                      
| | 10 | .31 |  | Lease Agreement dated December 31, 2003, for 765 Sycamore
    Drive, Milpitas, California, between the Registrant and Limar
    Realty Corp. #4. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.                                                                                    





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##### 







| |    |      |  |                                                                                                                                                                                                                                                                                                                                      
| | -- | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .32 |  | Lease Agreement dated December 31, 2003, for 1501 McCarthy
    Boulevard, Milpitas, California, between the Registrant and
    Limar Realty Corp. #4. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended
    December 31, 2004.                                                                        
| | 10 | .33  |  | Lease Agreement dated February 20, 2004, for 1855 Barber
    Lane, Milpitas, California, between the Registrant and TriNet
    Milpitas Associates, LLC. Included as an Exhibit to this Annual
    Report on Form 10-K/A for the year ended December 31,
    2004.                                                                   
| | 10 | .34 |  | Lease Agreement dated February 20, 2004, for 560 Cottonwood
    Drive, Milpitas, California, between the Registrant and TriNet
    Milpitas Associates, LLC. Included as an Exhibit to this Annual
    Report on Form 10-K for the year ended December 31,
    2004.                                                                 
| | 10 | .35 |  | Assignment and Assumption of Lease dated May 27, 2004, for
    5400 Airport Boulevard, Suites 100 and 200, Boulder, Colorado,
    between LakeCentre Plaza Limited, Ltd., LLLP and Engenio
    Information Technologies, Inc. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended
    December 31, 2004.
| | 10 | .36 |  | Lease Modification Agreement dated June 21, 2004, for 5400
    Airport Boulevard, Suites 100 and 200, Boulder, Colorado,
    between LakeCentre Plaza Limited, Ltd., LLLP and Engenio
    Information Technologies, Inc. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended
    December 31, 2004.     
| | 10 | .37 |  | Form of Notice of Grant of Restricted Stock Units under LSI
    Logic Corporation 2003 Equity Incentive Plan. Included as an
    Exhibit to this Annual Report on Form 10-K for the year
    ended December 31, 2004.                                                                                                                
| | 10 | .38 |  | LSI Logic Corporation 2004 16(b) Executive Officer
    Incentive Plan. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.*                                                                                                                                                          
| | 10 | .39 |  | Summary Description of the Engenio Information Technologies,
    Inc. 2004 Incentive Plan. Included as an Exhibit to this Annual
    Report on Form 10-K for the year ended December 31,
    2004.*                                                                                                                                  
| | 21 | .1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                
| | 23 | .1  |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                            
| | 24 | .1  |  | Power of Attorney.                                                                                                                                                                                                                                                                                                                   
| | 31 | .1   |  | Certification of the Chief Executive Officer pursuant to
    Securities and Exchange Act Rules 13a-15(e) and 15d-1(e),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                 
| | 31 | .2   |  | Certification of the Chief Financial Officer pursuant to
    Securities and Exchange Act Rules 13a-15(e) and 15de-1(e),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                                                                                                                
| | 32 | .1   |  | Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                     
| | 32 | .2   |  | Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                     






| |   |                                                                 
| | - | ----------------------------------------------------------------
| | * | Denotes management contract or compensatory plan or arrangement.



|   |                      
|-- | ---------------------
|** | Furnished, not filed.



|  |                                       
|- | --------------------------------------
| | Filed with originally filed Form 10-K.





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##### 







SIGNATURES






| |                      
| | ---------------------
| | LSI LOGIC CORPORATION



| |     |               
| | --- | --------------
| | By: | /s/ BRYON LOOK

| |                                                     
| | ----------------------------------------------------
| |                                                     
| | Bryon Look                                          
| | Executive Vice President and Chief Financial Officer





|                               |  |                                                                                                                         |  |                |  | 
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                      |  | Title                                                                                                                   |  | Date          
|                               |  |                                                                                                                         |  |               
|                              
|*(Wilfred
    J. Corrigan)     |  | Chairman of the Board, Chief Executive Officer (Principal
    Executive Officer) and Director                           |  |               
|                              
|/s/ BRYON LOOK(Bryon
    Look) |  | Executive Vice President and Chief Financial Officer (Principal
    Financial Officer and Principal Accounting Officer) |  | March 16, 2005
|                              
|*(T.Z.
    Chu)                |  | Director                                                                                                                |  |               
|                              
|*(Malcolm
    R. Currie)       |  | Director                                                                                                                |  |               
|                              
|*(James
    H. Keyes)          |  | Director                                                                                                                |  |               
|                              
|*(R.
    Douglas Norby)        |  | Director                                                                                                                |  |               





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##### 







|                        |  |          |  |      |  | 
|----------------------- |  | -------- |  | ---- |  | 
|Signature               |  | Title    |  | Date
|                        |  |          |  |     
|                       
|*(Matthew
    ORourke) |  | Director |  |     
|                       
|*(Gregorio
    Reyes)   |  | Director |  |     
|                       
|*(Larry
    W. Sonsini) |  | Director |  |     



|                                                        |  |  |  |                |  | 
|------------------------------------------------------- |  |  |  | -------------- |  | 
|*By: /s/ DAVID G. PURSELDavid
G. PurselAttorney-in-Fact |  |  |  | March 16, 2005





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##### 







INDEX TO EXHIBITS


| |    |     |  |                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2  | .1  |  | Agreement and Plan of Reorganization dated March 26, 2001
    by and among Registrant, Clover Acquisition Corporation and
    C-Cube Microsystems Inc. Incorporated by reference to exhibits
    filed with the Registrants Registration Statement on
    Form S-4 (No. 333-58862) on April 13, 2001.                                                                                           
| | 2  | .2  |  | Master Separation Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2003.                                                                                                                        
| | 2  | .3  |  | General Assignment and Assumption Agreement between Registrant
    and LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K for
    the year ended December 31, 2003.                                                                                                        
| | 2  | .4  |  | Intellectual Property Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2003.                                                                                                                    
| | 2  | .5  |  | Indemnification and Insurance Matters Agreement between
    Registrant and LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K for
    the year ended December 31, 2003.                                                                                                    
| | 2  | .6  |  | Employee Matters Agreement between Registrant and LSI Logic
    Storage Systems, Inc., effective as of December 31, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2003.                                                                                                                         
| | 2  | .7  |  | Real Estate Matters Agreement between LSI Logic Corporation and
    LSI Logic Storage Systems, Inc., effective as of
    December 31, 2003. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ending October 3, 2004.                                                                                                      
| | 2  | .8  |  | Tax Sharing Agreement between LSI Logic Corporation and LSI
    Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ending October 3, 2004.                                                                                                                 
| | 2  | .9  |  | Transition Services Agreement between LSI Logic Corporation and
    LSI Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ending October 3, 2004.                                                                                                         
| | 2  | .10 |  | Investor Rights Agreement between LSI Logic Corporation and LSI
    Logic Storage Systems, Inc., effective as of March 15,
    2004. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ending October 3, 2004.                                                                                                             
| | 3  | .1  |  | Restated Certificate of Incorporation of Registrant.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-46436) on September 22, 2000.                                                                                                                                                                                     
| | 3  | .2  |  | By-laws of Registrant. Incorporated by reference to
    Exhibit 3.1 filed with the Registrants Current Report
    on Form 8-K filed on September 3, 2004.                                                                                                                                                                                                                                       
| | 4  | .1  |  | Indenture dated March 15, 1999 between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee, covering $345,000,000 principal
    amount of
    41/4% Convertible
    Subordinated Notes due 2004. Incorporated by reference to
    exhibits filed with the Registrants Registration Statement
    on Form S-3 (No. 333-80611) on June 14, 1999.
| | 4  | .2  |  | Indenture dated February 15, 2000 between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee. Incorporated by reference to
    exhibits filed with the Registrants Current Report on Form
    8-K filed on February 24, 2000.                                                                                                                
| | 4  | .3  |  | Indenture dated as of October 30, 2001, between LSI Logic
    Corporation and State Street Bank and Trust Company of
    California, N.A., as Trustee. Incorporated by reference to
    exhibits filed with Registrants Registration Statement on
    Form S-3 (No. 333-81434) on January 25, 2002.                                                                                             
| | 4  | .4  |  | Indenture dated as of May 16, 2003, between LSI Logic
    Corporation and U.S. Bank, N.A., as Trustee. Incorporated
    by reference to exhibits filed with Registrants Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2003.                                                                                                                                                  
| | 4  | .5  |  | See Exhibit 3.1.                                                                                                                                                                                                                                                                                                                                                                                 
| | 10 | .1  |  | Form of Indemnification Agreement between Registrant and our
    officers, directors and certain key employees. Incorporated by
    reference to exhibits filed with the Registrants Annual
    Report on Form 10-K for the year ended December 31, 1987.*                                                                                                                                      



---



##### 







| |    |     |  |                                                                                                                                                                                                                                                                                                                                         
| | -- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .2  |  | Amended and Restated LSI Logic Corporation 1991 Equity Incentive
    Plan. Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8 (No.
    333-96543) on July 16, 2002.*                                                                                                                  
| | 10 | .3  |  | 1995 Director Option Plan. Incorporated by reference to
    exhibits filed with the Registrants Registration Statement
    on Form S-8 (No. 333-106205) on June 17, 2003.*                                                                                                                                                             
| | 10 | .4  |  | LSI Logic Corporation International Employee Stock Purchase
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-115762) on May 21, 2004.*                                                                                                                   
| | 10 | .5  |  | Form of LSI Logic Corporation Change of Control Severance
    Agreement between LSI Logic Corporation and each of its
    executive officers. Incorporated by reference to exhibits filed
    with the Registrants Annual Report on Form 10-K for the
    year ended December 31, 2003.*                                               
| | 10 | .6  |  | Technology Transfer Agreement between LSI Logic Corporation and
    Wafer Technology (Malaysia) Sdn. Bhd., dated September 8,
    1999. Incorporated by reference to exhibits filed with the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 1999.                                               
| | 10 | .7  |  | Mint Technology, Inc. Amended 1996 Stock Option Plan.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-34285) on August 25, 1997.*                                                                                                                             
| | 10 | .8  |  | Registrants Amended and Restated Employee Stock Purchase
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-115762) on May 21, 2004.*                                                                                                                     
| | 10 | .9  |  | Symbios Logic, Inc. 1995 Stock Plan. Incorporated by reference
    to exhibits filed with the Registrants Form S-8 (No.
    333-62159) on August 25, 1998.                                                                                                                                                                             
| | 10 | .10 |  | LSI Logic Corporation 1999 Nonstatutory Stock Option Plan.
    Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-96549) on July 16, 2002.*                                                                                                                          
| | 10 | .11 |  | SEEQ Technology, Inc. Amended and Restated 1982 Stock Option
    Plan. Incorporated by reference to exhibits filed with the
    Registrants Registration Statement on Form S-8 (No.
    333-81435) on June 24, 1999.*                                                                                                                  
| | 10 | .12 |  | IntraServer Technology, Inc. 1998 Stock Option Plan.
    Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8 (No.
    333-38746) on June 7, 2000.                                                                                                                                      
| | 10 | .13 |  | DataPath Systems, Inc. Amended 1994 Stock Option Plan.
    Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8 (No.
    333-42888) on August 2, 2000.*                                                                                                                                 
| | 10 | .14 |  | DataPath Systems, Inc. Amended and Restated 1997 Stock Option
    Plan. Incorporated by reference to exhibits filed with
    Registrants Registration Statement on Form S-8 (No.
    333-42888) on August 2, 2000.*                                                                                                                    
| | 10 | .15 |  | Syntax Systems, Inc. Restated Stock Option Plan of
    January 5, 1999. Incorporated by reference to exhibits
    filed with Registrants Registration Statement on
    Form S-8 (No. 333-52050) on December 18, 2000.*                                                                                                                 
| | 10 | .16 |  | C-Cube Microsystems Inc. 2000 Stock Plan. Incorporated by
    reference to exhibits filed with Registrants Registration
    Statement on Form S-8 (No. 333-62960) on June 14, 2001.                                                                                                                                                    
| | 10 | .17 |  | Wilfred J. Corrigan Employment Agreement dated as of
    September 20, 2001. Incorporated by reference to exhibits
    filed with the Registrants Annual Report on Form 10-K for
    the year ended December 31, 2001.*                                                                                                                
| | 10 | .18 |  | Manufacturing Technology Joint Development and Foundry Supply
    Agreement dated as of March 30, 2001 by and between the
    Registrant and Taiwan Semiconductor Manufacturing Co., Ltd.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2002.
| | 10 | .19 |  | LSI Logic Corporation 2003 Equity Incentive Plan. Incorporated
    by reference to exhibits filed with the Registrants
    Registration Statement on From S-8 (No. 333-106206) on
    June 17, 2003.*                                                                                                                                  
| | 10 | .20 |  | Registration Rights Agreement between LSI Logic Corporation and
    Morgan Stanley & Co., Inc., dated May 16, 2003.
    Incorporated by reference to exhibits filed with
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2003.                                                                        
| | 10 | .21 |  | Change in Control Severance Agreement between the Registrant and
    Thomas Georgens, dated as of November 20, 2003.
    Incorporated by reference to exhibits filed with the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2003.*                                                                    



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##### 







| |    |      |  |                                                                                                                                                                                                                                                                                                                                      
| | -- | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .22  |  | LSI Logic Corporation 1991 Equity Incentive Plan Nonqualified
    Stock Option Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ending October 3, 2004.                                                                                            
| | 10 | .23  |  | Form of Notice of Grant under LSI Logic Corporation Nonqualified
    Stock Option Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ending October 3, 2004.                                                                                         
| | 10 | .24  |  | LSI Logic Corporation 2003 Equity Incentive Plan Restricted
    Stock Unit Agreement. Incorporated by reference to exhibits
    filed with the Registrants Quarterly Report on Form 10-Q
    for the quarter ending October 3, 2004.                                                                                                
| | 10 | .25  |  | Engenio Information Technologies, Inc. Amended and Restated 2004
    Equity Incentive Plan. Incorporated by reference from exhibits
    filed with the Current Report on Form 8-K on November 4,
    2004.                                                                                                                           
| | 10 | .26  |  | Engenio Information Technologies, Inc. 2004 Equity Incentive
    Plan Nonqualified Stock Option Agreement. Incorporated by
    reference from exhibits filed with the Current Report on Form
    8-K on November 4, 2004.                                                                                                            
| | 10 | .27  |  | Form of Notice of Grant under Engenio Information Technologies,
    Inc. 2004 Equity Incentive Plan Nonqualified Stock Option
    Agreement. Incorporated by reference from exhibits filed with
    the Current Report on Form 8-K on November 4, 2004.                                                                              
| | 10 | .28 |  | Lease Agreement dated June 30, 2004, for
    670 N. McCarthy Boulevard, Milpitas, California
    between Engenio Information Technologies, Inc. and The Irvine
    Company. Included as an Exhibit to this Annual Report on Form
    10-K for the year ended December 31, 2004.                                                      
| | 10 | .29 |  | First Amendment, dated October 28, 2004, to the Lease
    Agreement (dated June 30, 2004), for
    670 N. McCarthy Boulevard, Milpitas, California
    between Engenio Information Technologies, Inc. and The Irvine
    Company. Included as an Exhibit to this Annual Report on Form
    10-K for the year ended December 31, 2004.
| | 10 | .30 |  | Lease Agreement dated December 31, 2003, for 1621 Barber
    Lane, Milpitas, California, between the Registrant and Limar
    Realty Corp. #9. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.                                                                                   
| | 10 | .31 |  | Lease Agreement dated December 31, 2003, for 765 Sycamore
    Drive, Milpitas, California, between the Registrant and Limar
    Realty Corp. #4. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.                                                                                 
| | 10 | .32 |  | Lease Agreement dated December 31, 2003, for 1501 McCarthy
    Boulevard, Milpitas, California, between the Registrant and
    Limar Realty Corp. #4. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended December 31,
    2004.                                                                        
| | 10 | .33  |  | Lease Agreement dated February 20, 2004, for 1855 Barber
    Lane, Milpitas, California, between the Registrant and TriNet
    Milpitas Associates, LLC. Included as an Exhibit to this Annual
    Report on Form 10-K/A for the year ended December 31, 2004.                                                                       
| | 10 | .34 |  | Lease Agreement dated February 20, 2004, for 560 Cottonwood
    Drive, Milpitas, California, between the Registrant and TriNet
    Milpitas Associates, LLC. Included as an Exhibit to this Annual
    Report on Form 10-K for the year ended December 31, 2004.                                                                     
| | 10 | .35 |  | Assignment and Assumption of Lease dated May 27, 2004, for
    5400 Airport Boulevard, Suites 100 and 200, Boulder, Colorado,
    between LakeCentre Plaza Limited, Ltd., LLLP and Engenio
    Information Technologies, Inc. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended December 31,
    2004.
| | 10 | .36 |  | Lease Modification Agreement dated June 21, 2004, for 5400
    Airport Boulevard, Suites 100 and 200, Boulder, Colorado,
    between LakeCentre Plaza Limited, Ltd., LLLP and Engenio
    Information Technologies, Inc. Included as an Exhibit to this
    Annual Report on Form 10-K for the year ended December 31,
    2004.     
| | 10 | .37 |  | Form of Notice of Grant of Restricted Stock Units under LSI
    Logic Corporation 2003 Equity Incentive Plan. Included as an
    Exhibit to this Annual Report on Form 10-K for the year ended
    December 31, 2004.                                                                                                                
| | 10 | .38 |  | LSI Logic Corporation 2004 16(b) Executive Officer
    Incentive Plan. Included as an Exhibit to this Annual Report on
    Form 10-K for the year ended December 31, 2004.*                                                                                                                                                          
| | 10 | .39 |  | Summary Description of the Engenio Information Technologies,
    Inc. 2004 Incentive Plan. Included as an Exhibit to this Annual
    Report on Form 10-K for the year ended December 31,
    2004.*                                                                                                                                  
| | 21 | .1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                                



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##### 







| |    |     |  |                                                                                                                                                                                                      
| | -- | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 23 | .1 |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                            
| | 24 | .1 |  | Power of Attorney.                                                                                                                                                                                   
| | 31 | .1  |  | Certification of the Chief Executive Officer pursuant to
    Securities and Exchange Act Rules 13a-15(e) and 15d-1(e),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002. 
| | 31 | .2  |  | Certification of the Chief Financial Officer pursuant to
    Securities and Exchange Act Rules 13a-15(e) and 15de-1(e),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.
| | 32 | .1  |  | Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.**                                     
| | 32 | .2  |  | Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.**                                     






|  |                                                                
|- | ---------------------------------------------------------------
|* | Denotes management contract or compensatory plan or arrangement



|   |                      
|-- | ---------------------
|** | Furnished, not filed.



|  |                                       
|- | --------------------------------------
| | Filed with originally filed Form 10-K.