SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

RAMBUS INC.
(Exact name of registrant as specified in its charter) 

       DELAWARE                                                  77-0449233
- --------------------------------------------------------------------------------
(State of incorporation                                     (I.R.S. Employer
    or organization)                                      Identification Number)


             2465 LATHAM STREET, MOUNTAIN VIEW, CA                 94040
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          (Address of principal executive offices)               (Zip Code)

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_]

If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [_]

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

Title of each class                         Name of Exchange on which
  to be registered                        each class is to be registered
-------------------                       ------------------------------
  NOT APPLICABLE

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

COMMON STOCK, $0.001 PAR VALUE
(Title of class)

PREFERRED SHARE PURCHASE RIGHTS
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrants Securities to be Registered

Incorporated by reference to the section entitled "Description of Capital Stock -Common Stock" and "- Certain Antitakeover Effects - Rights Plan" contained in the Registrant's Registration Statement on Form S-1 filed on March 6, 1997 (the "S-1 Registration Statement").

Item 2. Exhibits

The following exhibits are filed as a part of this registration statement: 

          3.1*    Form of Amended and Restated Certificate of Incorporation
                  of Registrant filed March ___, 1997

          3.2*    Certificate of Designation of Rights, Preferences and
                  Privileges of Series EParticipating Preferred Stock
                  of Registrant.

          3.3*    Form of Amended and Restated Certificate of Incorporation
                  to be filed on or after the date of effectiveness of the
                  offering made under the S-1 Registration Statement.

          3.4*    Amended and Restated Bylaws of Registrant dated
                  February 28, 1997.

          4.1*    Form of Registrant's Common Stock Certificate.

          4.2*    Amended and Restated Information and Registration Rights
                  Agreement, dated as of January 7, 1997, between Registrant
                  and the parties indicated therein.

          4.3*    Form of Preferred Shares Rights Agreement, dated _________,
                  1997.

          4.4*    Common Stock Purchase Warrant dated January 7, 1997.
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* Incorporated by reference to the Exhibits of the same number to the S-1 Registration Statement.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. 

Date: April 2, 1997                      RAMBUS INC.


                                         By:  /s/  Gary G. Harmon
                                              ----------------------------
                                              Gary G. Harmon,
                                              Vice President, Finance and

                                              Chief Financial Officer