content: <PAGE>   1
      As filed with the Securities and Exchange Commission on October 29, 1999
                                                         Registration No. 333- ___
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                          DALLAS SEMICONDUCTOR CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                             75-1935715
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                             4401 SOUTH BELTWOOD PARKWAY
                              DALLAS, TEXAS 75244-3292
                                   (972) 371-4000
                 (Address, including ZIP code, and telephone number,
          including area code, of registrant's principal executive offices)
  
                               -----------------------
  
                          DALLAS SEMICONDUCTOR CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                               -----------------------
  
                   C.V. PROTHRO                                 Copy to:
              CHAIRMAN OF THE BOARD,                       M.D. SAMPELS, ESQ.
        PRESIDENT & CHIEF EXECUTIVE OFFICER             JENKENS & GILCHRIST, P.C.
         DALLAS SEMICONDUCTOR CORPORATION             1445 ROSS AVENUE, SUITE 3200
            4401 SOUTH BELTWOOD PARKWAY                 DALLAS, TEXAS  75202-2799
             DALLAS, TEXAS  75244-3292                       (214) 855-4500
      (Name and address of agent for service)
  
                  (972) 371-4000
           (Telephone number, including
         area code, of agent for service)
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                                                                PROPOSED                  PROPOSED
           TITLE OF                                              MAXIMUM                   MAXIMUM
          SECURITIES                   AMOUNT                   OFFERING                  AGGREGATE           AMOUNT OF
             TO BE                     TO BE                      PRICE                   OFFERING          REGISTRATION
          REGISTERED             REGISTERED (1)(2)          PER SHARE (3)(4)            PRICE (3)(4)           FEE (4)
  ----------------------------------------------------------------------------------------------------------------------
  <S>           <C>                <C>                     <C>                      <C>                       <C>
  Common Stock, $0.02
  par value per share              200,000 shares             $  53.125                $ 10,625,000           $ 2,954
  ======================================================================================================================
  </TABLE>
  
  (1)      The securities to be registered include an aggregate of 200,000 shares
           reserved for issuance under the Dallas Semiconductor Corporation
           Employee Stock Purchase Plan (the "Plan").
  
  (2)      Pursuant to Rule 416, this Registration Statement also covers such
           additional shares as may hereinafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends,
           recapitalizations or certain other capital adjustments.
  
  (3)      Estimated solely for purpose of calculating the registration fee.
  
  (4)      Calculated pursuant to Rule 457(c) and 457(h) under the Securities Act
           of 1933, as amended (the "Securities Act"). Accordingly, the price per
           share of common stock offered hereunder pursuant to the Plan is based
           on (i) 200,000 shares reserved for issuance under the Plan at a price
           per share of $53.125 which is the average of the high and low prices
           of the common stock reported on the New York Stock Exchange on October
           25, 1999, which is a date within five business days prior to the date
           of filing this Registration Statement.
  
  
  ================================================================================
  
  
  <PAGE>   2
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  *Information required by Part I of Form S-8 (Items 1 & 2) to be contained in the
  Section 10(a) prospectus is omitted from this Registration Statement in
  accordance with Rule 428 under the Securities Act and the Note to Part I of Form
  S-8.
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Dallas Semiconductor Corporation (the "Company") hereby incorporates by
  reference in this Registration Statement the following documents previously
  filed by the Company with the Securities and Exchange Commission (the
  "Commission"):
  
           (1) The Company's Annual Report on Form 10-K filed with the Commission
  for the fiscal year ended January 3, 1999.
  
           (2) The Company's Quarterly Report on Form 10-Q filed with the
  Commission for the quarters ending April 4, 1999 and July 4, 1999.
  
           (3) The description of the Company's common stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the Registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  empowers a corporation to indemnify any of its officers, directors or other
  corporate agents against certain expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by the person to be indemnified in connection with certain actions, suits or
  proceedings (threatened, pending or completed) if the person to be indemnified
  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 Certificate of Incorporation and Bylaws of the Company each contain
  provisions regarding the indemnification of directors and officers of the
  Company. Subject to certain limitations expressed therein, Article IX of the
  Company's Certificate of Incorporation provides for the indemnification of the
  Company's officers and directors to
  
  
  
                                        II-1
  
  <PAGE>   3
  
  the fullest extent permitted by the DGCL. In addition, the Company's bylaws
  provide expanded rights of indemnification including expressly authorizing
  against penalties and punitive damages, as well as against judgments and amounts
  paid in settlement of derivative suits, and under certain circumstances,
  indemnification for expenses incurred by a director in defending a third party
  or corporate proceeding which are required to be paid by the corporation on
  behalf of such director.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  Registration Statement.
  
  <TABLE>
  <CAPTION>
           Exhibit        Description of Exhibit
           -------        ----------------------
  
  <S>                     <C>
           4.3            Dallas Semiconductor Corporation Employee Stock Purchase
                          Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of Ernst & Young LLP
  
           24.1           Power of Attorney (included with signature page of this
                          Registration Statement)
  </TABLE>
  
  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;
  
                          (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;
  
                          (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 Section 15(d) of the Exchange
  Act that are incorporated by reference in the Registration Statement.
  
                      (2) That, for the purpose of determining any liability under
  the Securities Act 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.
  
  
  
                                        II-2
  
  <PAGE>   4
                      (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 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 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 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 Act and will be governed by the final adjudication of
  such issue.
  
  
  
                                        II-3
  
  <PAGE>   5
  
                                     SIGNATURES
  
           THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  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 Dallas, State of Texas, on October 20, 1999.
  
                                        DALLAS SEMICONDUCTOR CORPORATION
  
                                        By: /s/ C. V. Prothro
                                            --------------------------------------
                                            C.V. Prothro
                                            Chairman of the Board of Directors,
                                            President and Chief Executive Officer
  
  
  
                                        II-4
  
  <PAGE>   6
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints C.V. Prothro and M.D. Sampels and
  each of them, each with full power to act without the other, his true and lawful
  attorneys-in-fact and agents, each with full power of substitution and
  resubstitution for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments to this Registration Statement, and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Commission, granting unto each of 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 connection therewith, as fully to all
  intents and purposes as he might or could do in person hereby ratifying and
  confirming that each of said attorneys-in-fact and agents or his substitutes may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                            CAPACITY                                    DATE
  ---------                                            --------                                    ----
  <S>                                         <C>                                                  <C>
  /s/ C. V. Prothro                           Chairman of the Board of Directors                   October 20, 1999
  ---------------------------                 President and Chief Executive Officer
  C. V. Prothro
  
  /s/ Alan P. Hale                            Vice President -  Finance                            October 20, 1999
  ---------------------------
  Alan P. Hale
  
  /s/ Chao C. Mai                             Senior Vice President and Director                   October 20, 1999
  ---------------------------
  Chao C. Mai
  
  /s/ Michael L. Bolan                        Vice President - Marketing and                       October 20, 1999
  ---------------------------                 Product Development and Director
  Michael L. Bolan
  
  /s/ Jack R. von Gillern                     Vice President - Sales                               October 20, 1999
  ---------------------------
  Jack R. von Gillern
  
  /s/ M. D. Sampels                           Director                                             October 20, 1999
  ---------------------------
  M. D. Sampels
  
  /s/ Richard L. King                         Director                                             October 20, 1999
  ---------------------------
  Richard L. King
  
  /s/ Carmelo J. Santoro                      Director                                             October 20, 1999
  ---------------------------
  Carmelo J. Santoro
  
  /s/ E. R. Zumwalt, Jr.                      Director                                             October 20, 1999
  ---------------------------
  E. R. Zumwalt, Jr.
  </TABLE>
  
  
  
                                        II-5
  
  <PAGE>   7
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
           Exhibit           Description of Exhibit
           -------           ----------------------
  <S>                        <C>
           4.3            Dallas Semiconductor Corporation Employee Stock Purchase
                          Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of Ernst & Young LLP
  
           24.1           Power of Attorney (included with signature page of this
                          Registration Statement)
  </TABLE>
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17878}]
metadata_filer: {"company-data": {"conformed-name": "DALLAS SEMICONDUCTOR CORP", "cik": "0000749420", "assigned-sic": "3674", "irs-number": "751935715", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89945", "film-number": "99737405"}, "business-address": {"street1": "4401 S BELTWOOD PKWY", "city": "DALLAS", "state": "TX", "zip": "75244-3292", "phone": "2144500400"}, "mail-address": {"street1": "4401 S BELTWOOD PKWY", "street2": "4401 S BELTWOOD PKWY", "city": "DALLAS", "state": "TX", "zip": "75244-3292"}}
text: 1
      As filed with the Securities and Exchange Commission on October 29, 1999
                                                         Registration No. 333- ___
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                          DALLAS SEMICONDUCTOR CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                             75-1935715
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                             4401 SOUTH BELTWOOD PARKWAY
                              DALLAS, TEXAS 75244-3292
                                   (972) 371-4000
                 (Address, including ZIP code, and telephone number,
          including area code, of registrant's principal executive offices)
  
                               -----------------------
  
                          DALLAS SEMICONDUCTOR CORPORATION
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                               -----------------------
  
                   C.V. PROTHRO                                 Copy to:
              CHAIRMAN OF THE BOARD,                       M.D. SAMPELS, ESQ.
        PRESIDENT & CHIEF EXECUTIVE OFFICER             JENKENS & GILCHRIST, P.C.
         DALLAS SEMICONDUCTOR CORPORATION             1445 ROSS AVENUE, SUITE 3200
            4401 SOUTH BELTWOOD PARKWAY                 DALLAS, TEXAS  75202-2799
             DALLAS, TEXAS  75244-3292                       (214) 855-4500
      (Name and address of agent for service)
  
                  (972) 371-4000
           (Telephone number, including
         area code, of agent for service)
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                                PROPOSED                  PROPOSED
           TITLE OF                                              MAXIMUM                   MAXIMUM
          SECURITIES                   AMOUNT                   OFFERING                  AGGREGATE           AMOUNT OF
             TO BE                     TO BE                      PRICE                   OFFERING          REGISTRATION
          REGISTERED             REGISTERED (1)(2)          PER SHARE (3)(4)            PRICE (3)(4)           FEE (4)
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.02
  par value per share              200,000 shares             $  53.125                $ 10,625,000           $ 2,954
  ======================================================================================================================
  (1)      The securities to be registered include an aggregate of 200,000 shares
           reserved for issuance under the Dallas Semiconductor Corporation
           Employee Stock Purchase Plan (the "Plan").
  
  (2)      Pursuant to Rule 416, this Registration Statement also covers such
           additional shares as may hereinafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends,
           recapitalizations or certain other capital adjustments.
  
  (3)      Estimated solely for purpose of calculating the registration fee.
  
  (4)      Calculated pursuant to Rule 457(c) and 457(h) under the Securities Act
           of 1933, as amended (the "Securities Act"). Accordingly, the price per
           share of common stock offered hereunder pursuant to the Plan is based
           on (i) 200,000 shares reserved for issuance under the Plan at a price
           per share of $53.125 which is the average of the high and low prices
           of the common stock reported on the New York Stock Exchange on October
           25, 1999, which is a date within five business days prior to the date
           of filing this Registration Statement.
  
  ================================================================================
  2
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  *Information required by Part I of Form S-8 (Items 1 & 2) to be contained in the
  Section 10(a) prospectus is omitted from this Registration Statement in
  accordance with Rule 428 under the Securities Act and the Note to Part I of Form
  S-8.
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Dallas Semiconductor Corporation (the "Company") hereby incorporates by
  reference in this Registration Statement the following documents previously
  filed by the Company with the Securities and Exchange Commission (the
  "Commission"):
  
           (1) The Company's Annual Report on Form 10-K filed with the Commission
  for the fiscal year ended January 3, 1999.
  
           (2) The Company's Quarterly Report on Form 10-Q filed with the
  Commission for the quarters ending April 4, 1999 and July 4, 1999.
  
           (3) The description of the Company's common stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the Registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  empowers a corporation to indemnify any of its officers, directors or other
  corporate agents against certain expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by the person to be indemnified in connection with certain actions, suits or
  proceedings (threatened, pending or completed) if the person to be indemnified
  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 Certificate of Incorporation and Bylaws of the Company each contain
  provisions regarding the indemnification of directors and officers of the
  Company. Subject to certain limitations expressed therein, Article IX of the
  Company's Certificate of Incorporation provides for the indemnification of the
  Company's officers and directors to
  
                                        II-1
  3
  
  the fullest extent permitted by the DGCL. In addition, the Company's bylaws
  provide expanded rights of indemnification including expressly authorizing
  against penalties and punitive damages, as well as against judgments and amounts
  paid in settlement of derivative suits, and under certain circumstances,
  indemnification for expenses incurred by a director in defending a third party
  or corporate proceeding which are required to be paid by the corporation on
  behalf of such director.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  Registration Statement.
  Exhibit        Description of Exhibit
           -------        ----------------------
  4.3            Dallas Semiconductor Corporation Employee Stock Purchase
                          Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of Ernst & Young LLP
  
           24.1           Power of Attorney (included with signature page of this
                          Registration Statement)
  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;
  
                          (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;
  
                          (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 Section 15(d) of the Exchange
  Act that are incorporated by reference in the Registration Statement.
  
                      (2) That, for the purpose of determining any liability under
  the Securities Act 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.
  
                                        II-2
  4
                      (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 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 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 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 Act and will be governed by the final adjudication of
  such issue.
  
                                        II-3
  5
  
                                     SIGNATURES
  
           THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  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 Dallas, State of Texas, on October 20, 1999.
  
                                        DALLAS SEMICONDUCTOR CORPORATION
  
                                        By: /s/ C. V. Prothro
                                            --------------------------------------
                                            C.V. Prothro
                                            Chairman of the Board of Directors,
                                            President and Chief Executive Officer
  
                                        II-4
  6
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints C.V. Prothro and M.D. Sampels and
  each of them, each with full power to act without the other, his true and lawful
  attorneys-in-fact and agents, each with full power of substitution and
  resubstitution for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments to this Registration Statement, and to
  file the same with all exhibits thereto and other documents in connection
  therewith, with the Commission, granting unto each of 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 connection therewith, as fully to all
  intents and purposes as he might or could do in person hereby ratifying and
  confirming that each of said attorneys-in-fact and agents or his substitutes may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  SIGNATURE                                            CAPACITY                                    DATE
  ---------                                            --------                                    ----
  /s/ C. V. Prothro                           Chairman of the Board of Directors                   October 20, 1999
  ---------------------------                 President and Chief Executive Officer
  C. V. Prothro
  
  /s/ Alan P. Hale                            Vice President -  Finance                            October 20, 1999
  ---------------------------
  Alan P. Hale
  
  /s/ Chao C. Mai                             Senior Vice President and Director                   October 20, 1999
  ---------------------------
  Chao C. Mai
  
  /s/ Michael L. Bolan                        Vice President - Marketing and                       October 20, 1999
  ---------------------------                 Product Development and Director
  Michael L. Bolan
  
  /s/ Jack R. von Gillern                     Vice President - Sales                               October 20, 1999
  ---------------------------
  Jack R. von Gillern
  
  /s/ M. D. Sampels                           Director                                             October 20, 1999
  ---------------------------
  M. D. Sampels
  
  /s/ Richard L. King                         Director                                             October 20, 1999
  ---------------------------
  Richard L. King
  
  /s/ Carmelo J. Santoro                      Director                                             October 20, 1999
  ---------------------------
  Carmelo J. Santoro
  
  /s/ E. R. Zumwalt, Jr.                      Director                                             October 20, 1999
  ---------------------------
  E. R. Zumwalt, Jr.
  II-5
  7
  
                                  INDEX TO EXHIBITS
  Exhibit           Description of Exhibit
           -------           ----------------------
  4.3            Dallas Semiconductor Corporation Employee Stock Purchase
                          Plan
  
           5.1            Opinion of Jenkens & Gilchrist, a Professional
                          Corporation
  
           23.1           Consent of Jenkens & Gilchrist, a Professional
                          Corporation (included in opinion filed as Exhibit 5.1
                          hereto)
  
           23.2           Consent of Ernst & Young LLP
  
           24.1           Power of Attorney (included with signature page of this
                          Registration Statement)
  II-6