As filed with the Securities and Exchange Commission on April 13, 2004.

Registration No. 333-______

Form S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)

Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(441) 296-6395
(Address, including Zip Code, and Telephone Number, including
Area Code of Registrant’s Principal Executive Offices)

Marvell Technology Group Ltd.
Amended and Restated
1995 Stock Option Plan

Marvell Technology Group Ltd.
2000 Employee Stock Purchase Plan
(Full title of the plans)

Matthew Gloss
Vice President of Business Affairs and General Counsel
Marvell Semiconductor, Inc.
700 First Avenue
Sunnyvale, California 94089
(408) 222-2500
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)

CALCULATION OF REGISTRATION FEE

     The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

Table of Contents

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

     This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on From S-8 relating to the same employee benefit plans is effective.

     Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on June 26, 2000 (Registration No. 333-40152), on February 21, 2001 (Registration No. 333-55974), on May 1, 2002 (Registration No. 333-87322), on May 2, 2003 (Registration No. 333-104925) and on August 28, 2003 (Registration No. 333-108334), each of which relates to the Registrant’s Amended and Restated 1995 Stock Option Plan, are incorporated herein by reference and made a part hereof, and the contents of the Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on June 26, 2000 (Registration No. 333-40154), on February 28, 2001 (Registration No. 333-56322), on May 1, 2002 (Registration No. 3333-87322) and on May 2, 2003 (Registration No. 333-104925), each of which relates to the Registrant’s 2000 Employee Stock Purchase Plan, are incorporated herein by reference and made a part hereof.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Registrant (File No. 0-30877) with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

     In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 13th day of April, 2004.

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF MARVELL TECHNOLOGY GROUP LTD.

     Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Marvell Technology Group Ltd., has signed this Registration Statement in the City of Sunnyvale, State of California, on the 13th day of April, 2004.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints DR. SEHAT SUTARDJA and GEORGE HERVEY, and each of them, 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 and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

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