Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
TIMBERMAN TERRI L.
2. Date of Event Requiring Statement (MM/DD/YYYY) 5/15/2012
3. Issuer Name and Ticker or Trading Symbol
BROADCOM CORP [BRCM]

(Last)        (First)        (Middle)
5300 CALIFORNIA AVENUE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Human Resources /

(Street)
IRVINE, CA 92617

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Class A common stock 144614 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Employee stock option (right to buy) ⁽⁸⁾ 4/27/2019 Class A common stock 80000 $23.17 D

Employee stock option (right to buy) ⁽⁹⁾ 2/4/2020 Class A common stock 50000 $29.39 D

Explanation of Responses:

( 1) Includes (i) 33,192 shares of the Issuer's Class A common stock, (ii) 12,500 shares in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of four quarterly installments from 08/05/2012 through 05/05/2013, (iii) 8,750 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of seven quarterly installments from 08/05/2012 through 02/05/2014, (iv) 13,651 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of eleven quarterly installments from 08/05/2012 through 02/05/2015;

( 2) (v) 4,551 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Issuer's Restricted Stock Units Incentive Award Program (the "Program") adopted in January 2011, in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of eleven quarterly installments upon the Reporting Person's completion of each three month period of service from 08/05/2012 through 02/05/2015;

( 3) (vi) 6,206 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Program in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of fifteen quarterly installments upon the Reporting Person's completion of each three month period of service from 08/05/2012 through 02/05/2016;

( 4) (vii) when the compensation committee (the "Committee") of the board of directors of the Issuer awarded the grants referenced in footnotes 2 and 3 above to the Reporting Person, the Reporting Person also became entitled to receive a third RSU grant representing a further 6,619 shares of Class A common stock in the year immediately following the year of the awarded grant referenced in footnote 3 above. The RSUs subject to the third grant will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from the applicable grant by the Committee (the date of any such grant, a "Grant Date"), which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year). These RSUs relate to a Grant Date that will occur in 2013;

( 5) (viii) 28,929 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of fifteen quarterly installments from 08/05/2012 through 02/05/2016;

( 6) (ix) 9,644 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Program in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of fifteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 08/05/2012 through 02/05/2016;

( 7) (x) when the Committee awarded the grant referenced in footnote 6 above (the "First Grant") to the Reporting Person, the Reporting Person also became entitled to receive an additional RSU grant representing a further 10,286 shares of Class A common stock in each of the two years immediately following the year of the First Grant. The RSUs subject to each of those additional grants will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from a Grant Date which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year). These RSUs relate to Grant Dates that will occur in 2013 and 2014.

( 8) Such option was granted on 04/28/2009 and vests in equal monthly installments through 04/28/2013.

( 9) Such option was granted on 02/05/2010 and vests in equal monthly installments through 02/05/2014.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

TIMBERMAN TERRI L.
5300 CALIFORNIA AVENUE
IRVINE, CA 92617

EVP, Human Resources

Signatures

/s/ Terri L. Timberman 5/15/2012

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
Class A common stock	144614 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Employee stock option (right to buy)	⁽⁸⁾	4/27/2019	Class A common stock	80000	$23.17	D
Employee stock option (right to buy)	⁽⁹⁾	2/4/2020	Class A common stock	50000	$29.39	D

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of DeAnn Work, Maria Wronski, Lauri D. Fischer and Lisa Poland, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Broadcom Corporation (the "Company"), any and all Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May 2012.

/s/Terri Timberman
Signature

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	144614 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	⁽⁸⁾	4/27/2019	Class A common stock	80000	$23.17	D
Employee stock option (right to buy)	⁽⁹⁾	2/4/2020	Class A common stock	50000	$29.39	D

Explanation of Responses:
( 1)	Includes (i) 33,192 shares of the Issuer's Class A common stock, (ii) 12,500 shares in the form of restricted stock units ("RSUs") that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of four quarterly installments from 08/05/2012 through 05/05/2013, (iii) 8,750 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of seven quarterly installments from 08/05/2012 through 02/05/2014, (iv) 13,651 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of eleven quarterly installments from 08/05/2012 through 02/05/2015;
( 2)	(v) 4,551 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Issuer's Restricted Stock Units Incentive Award Program (the "Program") adopted in January 2011, in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of eleven quarterly installments upon the Reporting Person's completion of each three month period of service from 08/05/2012 through 02/05/2015;
( 3)	(vi) 6,206 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Program in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of fifteen quarterly installments upon the Reporting Person's completion of each three month period of service from 08/05/2012 through 02/05/2016;
( 4)	(vii) when the compensation committee (the "Committee") of the board of directors of the Issuer awarded the grants referenced in footnotes 2 and 3 above to the Reporting Person, the Reporting Person also became entitled to receive a third RSU grant representing a further 6,619 shares of Class A common stock in the year immediately following the year of the awarded grant referenced in footnote 3 above. The RSUs subject to the third grant will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from the applicable grant by the Committee (the date of any such grant, a "Grant Date"), which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year). These RSUs relate to a Grant Date that will occur in 2013;
( 5)	(viii) 28,929 shares in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest in a series of fifteen quarterly installments from 08/05/2012 through 02/05/2016;
( 6)	(ix) 9,644 shares awarded to the Reporting Person as Performance RSU grants pursuant to the Program in the form of RSUs that will entitle the Reporting Person to receive one share of Class A common stock per RSU as the RSUs vest, and the underlying shares will be concurrently issued, in a series of fifteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from 08/05/2012 through 02/05/2016;
( 7)	(x) when the Committee awarded the grant referenced in footnote 6 above (the "First Grant") to the Reporting Person, the Reporting Person also became entitled to receive an additional RSU grant representing a further 10,286 shares of Class A common stock in each of the two years immediately following the year of the First Grant. The RSUs subject to each of those additional grants will vest, and the underlying shares will be concurrently issued, in a series of sixteen quarterly installments upon the Reporting Person's completion of each three month period of service over the period measured from a Grant Date which is expected to be made in February of the applicable year (but must, in any case, be made in the applicable year). These RSUs relate to Grant Dates that will occur in 2013 and 2014.
( 8)	Such option was granted on 04/28/2009 and vests in equal monthly installments through 04/28/2013.
( 9)	Such option was granted on 02/05/2010 and vests in equal monthly installments through 02/05/2014.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TIMBERMAN TERRI L. 5300 CALIFORNIA AVENUE IRVINE, CA 92617			EVP, Human Resources

Signatures
/s/ Terri L. Timberman		5/15/2012
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.