SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

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[_]  Definitive Additional Materials              by Rule 14a-6(e)(2))
[_]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

                       CYPRESS SEMICONDUCTOR CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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________________________________________________________________________________
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________________________________________________________________________________
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________________________________________________________________________________
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     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
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          1)   Amount previously paid:

          2)   Form, Schedule or Registration Statement No.:

          3)   Filing Party:

          4)   Date Filed:



<PAGE>


                                                   April 3, 2000



Dear Stockholder:

     You are cordially invited to attend the Cypress Semiconductor Corporation
Annual Meeting of Stockholders to be held on Thursday, May 4, 2000 at 10:00
a.m., Pacific Daylight Time, at our offices located at 3939 North First Street,
San Jose, California 95134. Details regarding the meeting and the business to be
conducted are more fully described in the accompanying Notice of Annual Meeting
and Proxy Statement.

     We hope you will be able to attend the Annual Meeting on May 4th to listen
to our report on the status of our business and performance during 1999 and
near-term plans, and to ask any questions you may have.

     Your vote is very important. Whether or not you plan to attend the annual
meeting, please vote as soon as possible. In order to facilitate your voting,
this year you may vote in person at the meeting, by sending in your written
proxy, by telephone, or by using the Internet. Your vote by telephone, over the
Internet or by written proxy will ensure your representation at the annual
meeting if you cannot attend in person. Please review the instructions on the
proxy card regarding each of these voting options.

     Thank you for your on-going support and continued interest in Cypress
Semiconductor Corporation.



                                          Very truly yours,

                                          T.J. Rodgers
                                          President and Chief Executive Officer


<PAGE>



                        CYPRESS SEMICONDUCTOR CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                   May 4, 2000

TO THE STOCKHOLDERS:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cypress
Semiconductor Corporation, a Delaware corporation, will be held on Thursday, May
4, 2000 at 10:00 a.m., Pacific Daylight Time, at our offices located at 3939
North First Street, San Jose, California 95134, for the following purposes: 

     1.   To elect five directors to serve for the next year and until their
          successors are elected.

     2.   To ratify the appointment of PricewaterhouseCoopers LLP as our
          independent accountants for the fiscal year ending December 31, 2000.

     3.   To vote on our proposal to amend our Restated Certificate of
          Incorporation to increase the number of authorized shares of our
          common stock and to clarify our existing policy for the
          indemnification of our officers, directors, employees and agents.

     4.   To transact such other business as may properly come before the
          meeting or any adjournment thereof.

     The foregoing items of business are more fully described in the proxy
statement accompanying this notice. Only stockholders of record at the close of
business on March 15, 2000 are entitled to receive notice of, to attend and to
vote at the meeting and any adjournment of the meeting. All stockholders are
cordially invited to attend the meeting in person. Any stockholder attending the
meeting may vote in person even if such stockholder returned a proxy.


                                                     FOR THE BOARD OF DIRECTORS


                                                     Emmanuel Hernandez
                                                     Secretary

San Jose, California
April 3, 2000

--------------------------------------------------------------------------------
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
OR YOU MAY VOTE BY TELEPHONE OR OVER THE INTERNET FOLLOWING THE DIRECTIONS ON
THE PROXY CARD; EITHER METHOD WILL ENSURE REPRESENTATION OF YOUR SHARES. NO
POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
--------------------------------------------------------------------------------



<PAGE>



                        CYPRESS SEMICONDUCTOR CORPORATION

                                 ---------------

               PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

     The Board of Directors of Cypress Semiconductor Corporation is furnishing
this proxy statement to you in connection with our solicitation of proxies to be
used at our Annual Meeting of Stockholders ("Annual Meeting") to be held
Thursday, May 4, 2000, at 10:00 a.m., Pacific Daylight Time, or at any
adjournment(s) or postponement(s) thereof, for the purposes set forth in this
proxy statement and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at 3939 North First Street, San
Jose, California 95134.

     Our principal executive offices are located at 3901 North First Street, San
Jose, California 95134. The telephone number at that address is (408) 943-2600.

     These proxy solicitation materials were mailed on or about April 3, 2000 to
all stockholders entitled to vote at the Annual Meeting.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

     Stockholders of record at the close of business on March 15, 2000, referred
to as the Record Date, are entitled to notice of, and to vote at, the Annual
Meeting. As of the Record Date, there were 113,114,266 shares outstanding of our
common stock, par value $0.01 per share.

Revocability of Proxies

     Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to our Secretary a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.

Voting and Solicitation

     Every stockholder voting for the election of directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
stockholder's shares are entitled, or distribute such stockholder's votes on the
same principle among as many candidates as the stockholder may select, provided
that votes cannot be cast for more than five candidates. However, no stockholder
will be entitled to cumulate votes unless the candidate's name has been placed
in nomination prior to the voting and the stockholder, or any other stockholder,
has given notice at the meeting prior to the voting of the intention to cumulate
the stockholder's votes. On all other matters each share has one vote.

     We will bear the cost of this solicitation. We may reimburse brokerage
firms and other persons representing beneficial owners of shares for such firms'
expenses in forwarding solicitation material to such beneficial owners. Certain
of our directors, officers and regular employees, may, without additional
compensation, solicit proxies personally or by telephone or email.


                                      -2-

<PAGE>

Quorum; Abstentions; Broker Non-Votes

     The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of common stock outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "ABSTAIN" from a matter are treated as
being present at the meeting for purposes of establishing a quorum and are also
treated as votes eligible to be cast by the common stock present in person or
represented by proxy at the Annual Meeting and "entitled to vote on the subject
matter," referred to as the votes cast, with respect to such matter.

     While abstentions, which are votes ABSTAINED, will be counted for purposes
of determining both the presence or absence of a quorum for the transaction of
business and the total number of votes cast with respect to a particular matter,
broker non-votes with respect to proposals set forth in this proxy statement
will not be considered votes cast and, accordingly, will not affect the
determination as to whether the requisite majority of votes cast has been
obtained with respect to a particular matter.

Cost of Soliciting Proxies

     The cost of soliciting proxies in connection with this proxy statement has
been, or will be, borne by us. We have retained Georgeson Shareholder
Communications, Inc. to assist with the solicitation of proxies for a fee not to
exceed $6,500.00, plus reimbursement of out-of-pocket expenses. In addition to
solicitation by mail, we request that banks, brokers and other custodians,
nominees and fiduciaries send Proxy Statements to the beneficial owners and
secure their instructions as to consents. We may reimburse such banks, brokers
and other custodians, nominees, fiduciaries and other persons representing
beneficial owners of our common stock for their expenses in forwarding
solicitation material to such beneficial owners.

Deadline for Receipt of Stockholder Proposals

     Proposals of our stockholders, which are intended to be presented by such
stockholders at our 2001 Annual Meeting of Stockholders must be received by us
no later than December 5, 2000 in order to be included in the proxy statement
and form of proxy relating to that meeting.

                        BOARD STRUCTURE AND COMPENSATION

Structure and Committees

     Eric A. Benhamou serves as Chairman of our Board of Directors. The Board of
Directors held a total of 8 meetings during our 1999 fiscal year, which ended on
January 2, 2000. Every director attended at least 75% of the number of meetings
of the Board of Directors and meetings of the Committees of the Board of
Directors on which the Director served. The Board of Directors has an audit
committee, a compensation committee and a nominating committee.

     The audit committee is comprised of Messrs. Benhamou and Lewis and met two
times during our 1999 fiscal year. The audit committee: 

     o    consults with our independent auditors concerning the scope of the
          audit;

     o    reviews the results of their examination with our independent
          auditors;

     o    reviews and approves any material accounting policy changes affecting
          our operating results; and


                                      -3-

<PAGE>

     o    reviews our internal accounting procedures and controls with our
          financial and accounting staff.

     Our compensation committee met six times during fiscal 1999 and is
comprised of Messrs. Lewis and Benhamou. The compensation committee: 

     o    reviews compensation and benefits for our senior executives;

     o    has authority to grant stock options under our 1994 Stock Option Plan,
          as amended, to employees and consultants (including officers and
          directors who are also our employees or consultants); and

     o    has authority to grant stock options under the 1999 Non-Qualified
          Stock Option Plan, as amended, to new employees who join us through
          our acquisitions of other entities.

     The nominating committee consists of Messrs. Lewis and Shugart and did not
meet during fiscal 1999. The nominating committee has the authority to recommend
candidates to stand for election to our Board of Directors.

Compensation of Directors

     We pay directors who are not employees $5,000 each quarter.

     The 1994 Option Plan provides for the automatic grant of nonstatutory
options to our outside directors. Each outside director is granted an initial
option to purchase 80,000 shares of common stock, referred to as the initial
option, and an additional option to purchase 20,000 shares of common stock,
referred to as the subsequent option, on a date one year after the date of grant
of the initial option and on the same date each year thereafter. The initial
option is exercisable over a five-year period in annual installments of 16,000
shares, with the first installment becoming exercisable one year from the
outside director's election to the Board. The subsequent options are exercisable
over a five-year period in annual installments of 4,000 shares, with the first
installment becoming exercisable one year from the outside director's election
to the Board. Consequently, the 1994 Option Plan provides for an on-going
vesting program of 20,000 shares per year to outside directors. The exercise
price of options granted under the 1994 Option Plan is the fair market value of
our common stock on the date of grant.

     We have a consulting relationship with one of our directors, Fred B.
Bialek. See "Certain Transactions."



                                      -4-

<PAGE>



                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

Nominees

     A board of five directors is to be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for the
five nominees named below, each of whom is presently serving as one of our
directors. If any nominee is unable or declines to serve as a director at the
time of the Annual Meeting, the proxies will be voted for any nominee designated
by the present Board of Directors to fill the vacancy. If additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in accordance with cumulative voting to elect as many
of the nominees listed below as possible. In such event, the proxy holders will
determine the specific nominees for whom such votes will be cumulated. The term
of office of each person elected as a director will continue until the next
Annual Meeting of Stockholders or until his successor has been elected and
qualified. We do not expect any nominee will be unable or will decline to serve
as a director.

     The following table provides information concerning our director nominees:


<TABLE>
<CAPTION>
                                                                                                             Director
             Name of Nominee                   Age                    Principal Occupation                    Since
             ---------------                   ---                    --------------------                    -----
<S>                                            <C>     <C>                                                     <C> 
T.J. Rodgers.........................          52      Our President and Chief Executive Officer               1982

Fred B. Bialek.......................          66      Business Consultant                                     1991

Eric A. Benhamou.....................          44      Our Chairman of the Board, and Chief Executive          1993
                                                       Officer of  3COM Corporation

John C. Lewis........................          64      Chairman of the Board of Amdahl Corporation             1993

Alan F. Shugart......................          69      Former Chief Executive Officer of Seagate               1998
                                                       Technology Inc.
</TABLE>


     Except as set forth below, each of the nominees has been engaged in his
principal occupation described above during the past five years. There are no
family relationships among our directors or executive officers.

     T.J. Rodgers is a co-founder of Cypress and has been our President and
Chief Executive Officer since 1982. Mr. Rodgers also serves as a director of
C-Cube Corporation and is the current Chairman of the Board of the Semiconductor
Industry Association, referred to as SIA.

     Fred B. Bialek has been an independent business consultant since November
1986, during which time he has been active in the negotiation and execution of
merger and acquisition transactions for semiconductor and other technology
companies. Mr. Bialek has acted as a consultant to us in certain of our
acquisitions. Mr. Bialek, who was a founder of National Semiconductor
Corporation, has over 30 years operating experience in semiconductor and related
technology industries.

     Eric A. Benhamou was Vice President and General Manager of 3COM
Corporation, a data networking company, from September 1987 to April 1990. From
September 1990 until August 1998 he served as 



                                      -5-

<PAGE>

Chairman of the Board, President and Chief Executive Officer of 3COM
Corporation. Since August 1998, Mr. Benhamou has served as Chairman of the Board
and Chief Executive Officer of 3COM Corporation. Mr. Benhamou also serves as a
director of Legato Systems, Inc.

     John C. Lewis has been Chairman of the Board of Amdahl Corporation, a
supplier of solutions-oriented information processing systems, software and
services for all types of computing environments, since 1987. He was President
of Amdahl from 1977 until 1987 and Chief Executive Officer of Amdahl from 1983
until 1992 and from 1996 through 1997. Mr. Lewis also serves as a director of
Vitesse Semiconductor Corporation and Pinnacle Systems, Inc.

     Alan F. Shugart founded Seagate Technology, Inc., a manufacturer of
computer disk drives, in 1979 and served as Chief Executive Officer until July
1998. In 1998, he established Al Shugart International, a management consulting
company. Mr. Shugart also serves as a director of Sandisk Corporation, Valence
Technology, Inc. and Inktomi Corporation.

Required Vote

     The five nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to vote shall be elected as
directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no further legal effect under Delaware law.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION TO THE
BOARD OF EACH OF THE NOMINEES PROPOSED ABOVE.


                                      -6-

<PAGE>


                                  PROPOSAL TWO

             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     The Board of Directors has appointed PricewaterhouseCoopers LLP,
independent accountants, to audit our consolidated financial statements for the
fiscal year ending December 31, 2000 and recommends that our stockholders vote
for ratification of such appointment. If the stockholders fail to ratify this
appointment, the Board of Directors will reconsider its selection.

     PricewaterhouseCoopers LLP has audited our financial statements annually
since 1982. Its representatives are expected to be present at the meeting, will
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.

Required Vote; Recommendation of the Board of Directors

     Affirmative votes constituting a majority of the votes cast will be
required to approve this proposal.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.


                                      -7-

<PAGE>


                                 PROPOSAL THREE

           INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

     On March 6, 2000, our Board of Directors adopted resolutions recommending
the submission to a vote of our stockholders of a proposal to: (i) amend Article
IV of our Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), so that additional authorized common stock will be available
for issuance in order to meet possible future developments for which the
issuance of shares may be in our interests and (ii) amend Article X of our
Certificate of Incorporation to state the scope of our ability to indemnify our
officers, directors, employees and agents The following should be read in
conjunction with, and is qualified in its entirety by reference to, our proposed
Second Restated Certificate of Incorporation, which is attached to this proxy
statement as Appendix A. Our proposed Second Restated Certificate of
Incorporation incorporates the proposed amendments set forth below and the
amendments previously adopted to our Certificate of Incorporation.

     Amendment of Article IV

     Presently, our Certificate of Incorporation provides that the total number
of shares authorized is 255,000,000, consisting of 250,000,000 shares of common
stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par
value $0.01 per share. Our Board of Directors has determined that our
Certificate of Incorporation should be amended to increase the authorized number
of common stock to 650,000,000.

     The purpose of the increase in authorized shares is to provide additional
common shares that could be issued for corporate purposes without further
stockholder approval unless required by applicable law, rule or regulation.
Future purposes for additional shares could include paying stock dividends,
subdividing outstanding shares through stock splits, acquiring other businesses
or properties, securing additional financing through the issuance of additional
shares or for general corporate purposes.

     Our purpose in increasing the number of authorized shares of common stock
available for issuance is described in the paragraph above. Nevertheless, the
additional authorized and unissued shares might be considered as having the
effect of discouraging an attempt by another entity, through the acquisition of
a substantial percentage of our common stock, to acquire control of us with a
view of affecting a merger, sale of our assets or similar transaction, because
the issuance of common stock could be used to dilute the share ownership or
voting rights of such entity. Further, any of such authorized but unissued
common stock could be privately placed with purchasers who might support
incumbent management, making a change in control of us more difficult.

     Our Board of Directors does not intend to issue any shares to be authorized
under the amendment except upon terms that our Board of Directors deems to be in
our best interests. The issuance of additional common stock may, among other
things, have a dilutive effect on earnings per share and on the equity and
voting rights of the present holders of common stock. Our stockholders do not
presently have preemptive rights to subscribe for any of our securities and will
not have any such rights to subscribe for the additional common stock proposed
to be authorized.

     We intend to apply for listing on the New York Stock Exchange System of any
additional shares of common stock if and when such shares are issued.


                                      -8-

<PAGE>

     Amendment of Article X

     Our Certificate of Incorporation currently provides that our directors will
not be personally liable to us or our stockholders for monetary damages arising
from any breach of fiduciary duty. We are adding language to this provision,
consistent with the General Corporation Law of the State of Delaware, that
allows us, but does not obligate us, to indemnify our directors, officers,
employees and agents for any liability they may incur arising out of the
performance of their duties for us. We do not anticipate that the addition of
this language will change our current policy towards indemnification or create
any additional expenses for us.

Required Vote; Recommendation of the Board of Directors

     Affirmative votes constituting a majority of outstanding shares cast will
be required to approve this proposal.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.



                                      -9-

<PAGE>


                                   MANAGEMENT

         Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information regarding beneficial
ownership of our common stock as of the Record Date by:

     o    each of our directors;

     o    our Chief Executive Officer and each of the four other most highly
          compensated individuals who served as our executive officers at fiscal
          year end (the "Named Officers");

     o    all individuals who served as directors or executive officers at
          fiscal year end as a group; and

     o    each person who is known by us to own beneficially more than 5% of our
          common stock.


<TABLE>
<CAPTION>
                                                                                   Shares Beneficially Owned
                                                                                   -------------------------
                   Directors, Officers and 5% Stockholders                         Number           Percent
                   ---------------------------------------                         ------           -------
<S>                                                                                <C>               <C>  
Directors
   T.J. Rodgers (1) ......................................................         2,309,548         2.04%
   Fred B. Bialek (2) ....................................................           294,536          *
   Eric A. Benhamou (3) ..................................................           144,000          *
   John C. Lewis (4) .....................................................            90,000          *
   Alan F. Shugart (5) ...................................................            16,000          *

Named Officers
   J. Daniel McCranie (6) ................................................           113,393          *
   Antonio R. Alvarez (7) ................................................           250,593          *
   Emmanuel T. Hernandez (8) .............................................           233,620          *
   All directors and executive officers at fiscal year end as a group

     (8 persons) (9) .....................................................         3,451,690         3.05%

5% Owners of Our Common Stock
   Amvescap PLC, AVZ, Inc., A I M Management Group Inc., Amvescap Group
     Services, Inc., Invesco, Inc., Invesco North American Holdings, Inc.,
     Invesco Capital Management, Inc., Invesco Funds Group, Inc., Invesco
     Management & Research, Inc., Invesco Realty Advisers, Inc., Invesco
     (NY) Asset Management, Inc., and Amvescap PLC. (10) .................         7,431,500         6.72%
</TABLE>


----------

*    Less than 1%.

(1)  Mr. Rodgers is also our President and Chief Executive Officer. Includes
     772,782 shares held directly and options to purchase 1,536,766 shares of
     common stock exercisable within 60 days of the Record Date.


                                      -10-

<PAGE>

(2)  Includes 268,870 shares held directly and 1,800 shares transferred to
     family members. Also includes options held by Mr. Bialek to purchase 23,866
     shares of common stock exercisable within 60 days of the Record Date.

(3)  Includes 100,000 shares held directly. Also includes options held by Mr.
     Benhamou to purchase 44,000 shares of common stock exercisable within 60
     days of the Record Date.

(4)  Includes 30,000 shares held directly. Also includes options held by Mr.
     Lewis to purchase 60,000 shares of common stock exercisable within 60 days
     of the Record Date.

(5)  Includes 16,000 shares held directly.

(6)  Includes 51,997 shares held directly. Also includes options held by Mr.
     McCranie to purchase 61,396 shares of common stock exercisable within 60
     days of the Record Date.

(7)  Includes 48,010 shares held directly. Also includes options held by Mr.
     Alvarez to purchase 202,583 shares of common stock exercisable within 60
     days of the Record Date.

(8)  Includes 38,761 shares held directly. Also includes options held by Mr.
     Hernandez to purchase 188,627 shares of common stock exercisable within 60
     days of the Record Date.

(9)  Includes 1,340,452 shares held directly by our executive officers and
     directors. Also includes options to purchase an aggregate of 2,111,238
     shares of common stock exercisable within 60 days of the Record Date.

(10) This information is provided based on the Schedule 13G filed jointly by the
     named entities. The named entities share voting and dispositive power
     relating to the shares held by such entities and disclaim beneficial
     ownership of the shares held by such entities. All of the named entities
     provided both of the following addresses: 11 Devonshire Square, London EC2M
     4YR, England, and 1315 Peachtree Street N.E., Atlanta, Georgia 30309.

Executive Compensation

     The following table shows, as to each of the Named Officers, information
concerning compensation paid for services to us in all capacities during the
three fiscal years ended January 2, 2000.

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                                                    Long-Term
                                                                                                   Compensation
                                                           Annual Compensation                        Awards
                                                 -------------------------------------                ------
                                                  Salary(1)                                                              All Other
                                                 ------------   Bonus(2)          Other       Securities Underlying    Compensation
      Name and Principal Position        Year        ($)           ($)             ($)             Options (#)              ($)
      ---------------------------        ----        ---       -----------         ---             -----------              ---
<S>                                      <C>      <C>           <C>            <C>                  <C>                <C> 
T.J. Rodgers .......................     1999     $  337,706    $  405,316     $  1,000(3)          300,000                  --
  President, Chief Executive             1998     $  344,453    $   58,238     $  1,000(3)          200,000                  --
  Officer and Director                   1997     $  327,626    $    1,151     $ 12,199(4)          200,000            $    1,200(5)
                                                                                                                    
J. Daniel McCranie .................     1999     $  332,556    $  291,173         --                70,000            $  335,075(7)
  Vice President, Marketing and          1998     $  321,054    $   57,937         --               192,000            $  229,165(6)
      Sales                              1997     $  288,263    $    1,175         --                70,000            $      392(5)
                                                                                                                    
Antonio R. Alvarez .................     1999     $  316,425    $  257,815         --                70,000            $  332,108(8)
     Vice President, Memory Products     1998     $  281,538    $   39,680         --               135,000                  --
    Division and Research and            1997     $  228,261    $      993         --                52,000                  --
    Development                                                                                                     
                                                                                                                    
Emmanuel T. Hernandez ..............     1999     $  273,130    $  261,437         --                80,000            $2,900,255(9)
  Vice President, Finance and            1998     $  246,192    $   86,485         --               233,000                  --
  Administration, and Chief              1997     $  219,670    $      993         --               200,000            $      577(5)
  Financial Officer                                                            
</TABLE>



                                      -11-

<PAGE>

----------
(1)  Compensation is included in the year earned.
                                                      
(2)  Includes bonus earned under our New Product Bonus Plan in fiscal year 1999.
     Fiscal 1999 bonuses include amounts given out under our Key Employee Bonus
     Plan by virtue of the success in accomplishing certain group- and
     individual-specific goals, in fiscal year 1999. Bonuses were earned under
     the 1998 Key Employee Bonus Plan; however, no bonuses were earned under the
     1997 Key Employee Bonus Plan.

(3)  Represents cash bonus of $1,000 earned and paid to Mr. Rodgers under our
     Patent Award Program in each of fiscal years 1998 and 1999.

(4)  Represents a 14 year service award to Mr. Rodgers of $10,699 and a cash
     bonus of $1,500 earned and paid to Mr. Rodgers under our Patent Award
     Program in fiscal year 1997.

(5)  Represents that portion of our contribution toward the purchase of
     computers made pursuant to our Computer Purchase Program, which is
     available to all employees.

(6)  Represents forgiveness of a promissory note payable by Mr. McCranie to us
     pursuant to the terms of a promissory note.

(7)  Represents a one-time retention bonus.

(8)  Represents a one-time retention bonus paid to Mr. Alvarez in the amount of
     $321,900 plus the contribution of $208 towards the purchase of a computer
     made pursuant to our Computer Purchase Program.

(9)  Represents a one-time retention bonus paid to Mr. Hernandez in the amount
     of $2,899,701 plus a contribution of $554 toward the purchase of computers
     made pursuant to our Computer Purchase Program.

     The following table shows, as to each of the Named Officers, option grants
during the last fiscal year and the potential realizable value of those options,
assuming 5% and 10% appreciation, at the end of their term:



<TABLE>
<CAPTION>
                                                       Option Grants in Fiscal 1999
                                                            Individual Grants
                                          ------------------------------------------------------
                                          Number of                                                   Potential Realizable Value
                                          Securities       % of Total                                 at Assumed Annual Rate of
                                          Underlying    Options Granted                                Stock Price Appreciation
                                           Options      to Employees in    Exercise     Expiration         for Option Term
Name                                      Granted(1)     Fiscal Year(2)    Price(3)      Date(4)         5%(5)         10%(5)
----                                      ----------     --------------    --------      -------         -----         ------
<S>                                        <C>               <C>           <C>          <C>          <C>            <C>        
T.J. Rodgers ......................        300,000           3.51%         $21.50       10/1/2009    $ 4,056,370    $10,279,639
J. Daniel McCranie ................         70,000           0.82%         $21.50       10/1/2009    $   946,486    $ 2,398,582
Antonio R. Alvarez ................         70,000           0.82%         $21.50       10/1/2009    $   946,486    $ 2,398,582
Emmanuel T. Hernandez .............         80,000           0.94%         $21.50       10/1/2009    $ 1,081,699    $ 2,741,237
</TABLE>



                                      -12-

<PAGE>

----------

(1)  Options granted under our 1994 Stock Option Plan typically have a ten-year
     term, vest over a five-year period of employment and have an exercise price
     equal to market value on the date of grant.

(2)  Options to purchase an aggregate of 8,542,656 shares of our common stock
     were granted to employees during the fiscal year ended January 2, 2000.

(3)  The exercise price may be paid by check, cash or delivery of shares that
     are already owned.

(4)  Options may terminate before their expiration dates if the optionee's
     status as an employee or consultant is terminated, upon the optionee's
     death or if a third party acquires us.

(5)  Potential realizable value is based on an assumption that the market price
     of the stock appreciates at the stated rate, compounded annually, from the
     date of grant until the end of the ten-year option term. These values are
     calculated based on requirements promulgated by the Securities and Exchange
     Commission and do not reflect our estimate of future stock price
     appreciation. Annual compounding results in total appreciation of 63% (at
     5% per year) and 159% (at 10% per year). If the price of our common stock
     were to increase at such rates from the price at 1999 fiscal year end
     ($32.375 per share) over the next ten years, the resulting stock prices at
     5% and 10% appreciation would be $52.74 and $83.97, respectively.

     The following table shows, for each of the Named Officers, information
concerning options exercised during fiscal year 1999 and the value of options
held at fiscal year end:

               Aggregated Option Exercises in Fiscal Year 1999 and
                     Fiscal Year 1999 Year-End Option Values


<TABLE>
<CAPTION>
                                                                     Number of Securities             Value of Unexercised
                                     Shares                     Underlying Unexercised Options   In-the-Money Options at Fiscal
                                   Acquired on       Value            at Fiscal Year End                 Year End ($)(1)
Name                              Exercise (#)   Realized ($)   Exercisable    Unexercisable     Exercisable    Unexercisable
----                              ------------   ------------   -----------    -------------     -----------    -------------
<S>                               <C>             <C>            <C>              <C>            <C>              <C>        
T.J. Rodgers ..............       200,828(2)      $   839,281    1,470,100        730,000        $34,444,669      $12,785,635
J. Daniel McCranie ........       341,142         $ 4,329,855       23,621        244,213        $   496,820      $ 4,694,808
Antonio R. Alvarez ........       118,010(3)      $ 1,381,718      192,823        273,865        $ 4,109,906      $ 5,371,914
Emmanuel T. Hernandez .....       219,534(4)      $ 2,116,982      151,330        199,094        $ 3,575,647      $ 3,667,822
</TABLE>


---------- 
(1)  Calculated by determining the difference between the fair market value of
     the securities underlying the options at January 2, 2000 ($32.375) and the
     exercise price of the options.

(2)  Mr. Rodgers acquired 200,828 shares through the loan program that lasted
     from February 22, 1999 to March 15, 1999 whereby we offered loans to all of
     our employees in the United States to facilitate the exercise of certain
     vested stock options (the "Loan Program").

(3)  Mr. Alvarez acquired 48,010 shares throughout the Loan Program.

(4)  Mr. Hernandez acquired 34,750 shares throughout the Loan Program.




                                      -13-

<PAGE>

         REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Overview

     The compensation committee of the Board of Directors has the responsibility
to review compensation programs and benefits for Cypress' employees generally,
and specifically for Cypress' executive officers, and has exclusive authority to
grant stock options to Cypress' executive officers. We apply a consistent
philosophy to compensation for all employees including the executive officers,
based on the premise that Cypress' achievements result from the coordinated
efforts of all individuals working toward common objectives. Cypress strives to
achieve those objectives through teamwork that is focused on meeting the defined
expectations of customers and stockholders.

Goals of the Compensation Program

     The goals of the compensation committee are to align executive compensation
with business objectives and performance, and to enable Cypress to attract,
retain and reward executive officers who contribute to Cypress' long-term
success. The compensation program for executive officers is based on the same
principles applicable to compensation decisions for all of our employees:

o    Competitive Levels of Compensation. Cypress is committed to providing a
     compensation program that helps Cypress attract and retain the best people
     in the industry. To ensure that pay is competitive, we periodically review
     the compensation practices of other leading companies in the semiconductor
     industry. We believe that Cypress' compensation levels fall within the
     median of industry compensation levels.

o    Performance-Driven Rewards. Executive officers are rewarded based upon
     corporate performance, business unit performance and individual
     performance. Corporate performance and business unit performance are
     evaluated by reviewing the extent to which strategic and business plan
     goals are met, including such factors as operating profit, performance
     relative to competitors and timely new product introductions. Individual
     performance is evaluated by measuring organization progress against set
     objectives.

o    Performance and Compensation Feedback. At the beginning of the performance
     cycle, key quarterly and annual objectives are set for each officer. The
     Chief Executive Officer gives ongoing feedback on performance to each
     officer. At the end of the performance cycle, we evaluate the extent to
     which the key objectives have been accomplished, which evaluation affects
     decisions on merit increases and stock option grants.

Components of the Compensation Program

         Cypress' compensation program, which consists of cash-based and
equity-based compensation, allows Cypress to attract and retain highly skilled
officers, provide useful products and services to customers, enhance stockholder
value, motivate technological innovation and adequately reward its executive
officers and other employees. The components are:


                                      -14-

<PAGE>


     Cash-Based Compensation:

     The compensation committee sets base salary for officers on the basis of
level of responsibility, prior performance and other factors after reviewing the
compensation levels for competitive positions in the market.

     Cypress has a New Product Bonus Plan under which Cypress distributes to all
employees, including executive officers, payments based on Cypress' achieving
certain levels of new product revenue, plus attaining certain levels of
profitability. Cypress believes that all employees share the responsibility of
achieving revenue and profit levels. Under the New Product Bonus Plan, Cypress'
specific performance criteria must be met in each fiscal quarter for employees
to be eligible for bonuses. For fiscal years 1997 and 1998, Cypress met these
criteria only for the third quarter of each fiscal year. For fiscal year 1999,
Cypress met these criteria for all four quarters.

     Cypress adopted a Key Employee Bonus Plan effective at the beginning of
fiscal year 1999, in which the Chief Executive Officer, Vice Presidents and
certain other key employees participated. Plan participants were eligible to
receive bonuses (in each case a percentage of the participant's base salary)
based on Cypress' achievement of a targeted level of sales and earnings per
share, as well as success in accomplishing certain group- and
individual-specific goals. In 1999 bonuses were paid pursuant to the quarterly
goal accomplishment and sales and earnings portions of the plan.

     Equity-Based Compensation:

     Stock options provide additional incentives to officers to work to maximize
stockholder value. The options become exercisable over a defined period of
employment with Cypress to encourage officers to continue in Cypress' employ. In
line with Cypress' compensation philosophy, we grant stock options to all
employees, commensurate with their potential contributions to Cypress. Stock
options are included as part of the initial employment compensation package, and
are also awarded for promotions and pursuant to the annual Evergreen Stock
Program, which provides long-term incentives to virtually all employees based on
performance and potential contributions.

Compensation of the Chief Executive Officer

     T.J. Rodgers has been Cypress' President and Chief Executive Officer since
Cypress' incorporation in 1982. In determining Mr. Rodgers' compensation, the
compensation committee evaluates corporate performance, individual performance,
compensation paid to Cypress' other executive officers and total compensation
(including salary, bonus and equity compensation) paid to chief executive
officers of comparable companies. In 1999, Mr. Rodgers' salary was $337,706, and
he received a cash bonus of $21,305 under the New Product Bonus Plan, a cash
bonus of $1,000 under our Patent Award Program, and a payment of $384,012 under
the Key Employee Bonus Plan. A fundamental tenet of Cypress' compensation
policy, particularly with respect to compensation of the Chief Executive
Officer, is to link the level of compensation obtained to Cypress' performance
as measured by profitability and growth. One way that we establish this link is
to award Mr. Rodgers with compensation in the form of options to purchase stock,
for the reason that the market will reward superior performance by Cypress, by
increasing the value of his equity and penalize unsatisfactory performance by
diminishing or eliminating such value. Through his equity ownership in Cypress,
which consisted of 772,782 shares of common stock and options to purchase
1,536,766 shares of common stock as of the Record Date, Mr. Rodgers shares with
Cypress' other stockholders a significant stake in the success of Cypress'
business. A second way that we establish the link between Cypress' performance
and level of compensation is by Cypress' bonus plan, which awards variable
compensation based to a substantial degree on an objective measure of Cypress'
profitability and long-term growth. It is the philosophy of Cypress and this
committee to bias compensation toward this kind of variable 



                                      -15-

<PAGE>

compensation as well as equity awards. This means that when we perform well, as
principally indicated by profitability, employees, and in particular the Chief
Executive Officer, will be well compensated, to a level which may exceed the
median of industry compensation levels. When our performance is below target
levels, however, variable compensation will be limited or non-existent and
equity compensation will not attain the same value, meaning that the Chief
Executive Officer's overall compensation package may well be below industry
median levels. Consistent with our compensation objectives, Mr. Rodgers was
awarded a bonus for accomplishments under the quarterly goals portion of the
bonus plan and for achieving Cypress' targeted levels of sales and earnings per
share as set forth in the 1999 Key Employee Bonus Plan.

                                                   COMPENSATION COMMITTEE OF THE
                                                   BOARD OF DIRECTORS

                                                        John C. Lewis
                                                        Eric A. Benhamou

                                   ----------

Compensation Committee Interlocks and Insider Participation

     No member of the Compensation Committee was or is one of our officers or
employees.

Certain Transactions

     In April 1, 1998, we entered into a one-year consulting arrangement with
Fred B. Bialek, a member of our Board of Directors. This agreement was extended
in 1999. Pursuant to the terms of the consulting agreement, Mr. Bialek was paid
an annualized fixed retainer of $290,000. In addition, we agreed to reimburse
Mr. Bialek for out-of-pocket business expenses for travel, lodging, phone and
administrative support related to his consulting services for us on receipt of
invoice. Prior to its expiration, the consulting agreement is terminable by Mr.
Bialek or us, 30 days following written notice of such termination.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than ten percent of a registered class
of our equity securities to file reports of ownership on Form 3 and changes in
ownership on Form 4 or 5 with the Securities and Exchange Commission and the
National Association of Securities Dealers. Such officers, directors and 10%
stockholders are also required by Securities and Exchange Commission rules to
furnish us with copies of all Section 16(a) forms that they file.

     Based solely on our review of the copies of such forms received by us, we
believe that, during the fiscal year ended January 2, 2000, all Section 16(a)
filing requirements applicable to its officers, directors and 10% stockholders
were satisfied.

Company Stock Price Performance

         The following graph shows a five-year comparison of cumulative total
return for our stock, the Standard & Poor's 500 Stock Index and the S&P
Electronic Index for Semiconductor and Component 



                                      -16-

<PAGE>

Manufacturers, assuming $100 invested on January 2, 1995 in each investment.
Total return assumes reinvestment of dividends. Past results are not an
indication of future investment returns.

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]


<TABLE>
<CAPTION>
                            January 2, 1995  January 1, 1996  December 30, 1996   December 29,1997  January 3,1999   January 2, 2000
                            ---------------  ---------------  -----------------   ----------------  --------------   ---------------
<S>                               <C>              <C>              <C>                  <C>              <C>              <C> 
Cypress Semiconductor Corp.       $100             $109             $125                 $ 75             $ 72             $284
S&P 500(R)                        $100             $138             $169                 $226             $290             $351
S&P(R)Electronics                 $100             $136             $248                 $264             $441             $725
(Semiconductors) Index                                     
</TABLE>


                                      -17-                                     



<PAGE>


                                  OTHER MATTERS

     We know of no other matters to be submitted to the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote the shares they represent as the Board of
Directors may recommend.

     It is important that your stock be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope, which has been enclosed, at your
earliest convenience.



                                                     FOR THE BOARD OF DIRECTORS



                                                     Emmanuel Hernandez
                                                     Secretary

Dated:  April 3, 2000


                                      -18-

<PAGE>


                                   Appendix A

     Proposed Form of Amended and Restated Certificate of Incorporation



                 SECOND RESTATED CERTIFICATE OF INCORPORATION OF

                        CYPRESS SEMICONDUCTOR CORPORATION

     The undersigned, T.J. Rodgers, President and Chief Executive Officer of
Cypress Semiconductor Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

     The Corporation was incorporated pursuant to the General Corporation Law of
the State of Delaware on September 26, 1986, the date of filing of the
Corporation's original Certificate of Incorporation with the Secretary of State.
The Corporation has not changed or altered its name since the original date of
incorporation in the State of Delaware.

     This Second Restated Certificate of Incorporation, as set forth below,
restates and integrates all prior amendments and makes additional amendments.
This Second Restated Certificate of Incorporation has been duly adopted by the
Corporation's Board of Directors and a majority of the stockholders, in
accordance with the provisions of Section 241 and 245 of the General Corporation
Law of the State of Delaware.

                                    ARTICLE I

     The name of the Corporation is Cypress Semiconductor Corporation.

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, zip code 19801. The name of its registered agent at such
address is The Corporation Trust Company.

                                   ARTICLE III

     The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                                   ARTICLE IV

     A.   The Corporation is authorized to issue two classes of shares to be
          designated, respectively, "Preferred Stock" and "Common Stock." The
          number of shares of Preferred Stock authorized to be issued is five
          million (5,000,000) and the number of 



                                      

<PAGE>

          shares of Common Stock authorized to be issued is six hundred and
          fifty million (650,000,000). The Preferred Stock and the Common Stock
          shall each have a par value of $.01 per share. The aggregate par value
          of all shares of Preferred Stock is $50,000 and the aggregate par
          value of all shares of Common Stock is $6,500,000.

     B.   The shares of Preferred Stock may be issued from time to time in one
          or more series. The Board of Directors is authorized, subject to
          limitations prescribed by law and the provisions of this Article IV,
          to provide for the issuance of the shares of Preferred Stock in
          series, and by filing a certificate pursuant to the applicable law of
          the State of Delaware, to establish from time to time the number of
          shares to be included in each such series, and to fix the designation,
          powers, preferences and rights of the shares of each such series and
          the qualifications, limitations or restrictions thereof.

          The authority of the Board with respect to each series shall include,
          but not be limited to, determination of the following:

          1.   The number of shares constituting that series and the distinctive
               designation of that series;

          2.   The dividend rate on the shares of that series, whether dividends
               shall be cumulative, and, if so, from which date or dates, and
               the relative rights of priority, if any, of payment of dividends
               on shares of that series;

          3.   Whether that series shall have voting rights, in addition to the
               voting rights provided by law, and, if so, the terms of such
               voting rights;

          4.   Whether that series shall have conversion privileges, and, if so,
               the terms and conditions of such conversion, including provision
               for adjustment of the conversion rate in such events as the Board
               of Directors shall determine;

          5.   Whether or not the shares of that series shall be redeemable,
               and, if so, the terms and conditions of such redemption,
               including the date or date upon or after which they shall be
               redeemable, and the amount per share payable in case of
               redemption, which amount may vary under different conditions and
               at different redemption dates;

          6.   Whether that series shall have a sinking fund for the redemption
               or purchase of shares of that series, and, if so, the terms and
               amount of such sinking fund;

          7.   The rights of the shares of that series in the event of voluntary
               or involuntary liquidation, dissolution or winding up of the
               corporation, and the relative rights of priority, if any, of
               payment of shares of that series;

          8.   Any other relative or participating rights, preferences and
               limitations of that series.


                                      -2-

<PAGE>

                                    ARTICLE V

     The Corporation is to have perpetual existence.

                                   ARTICLE VI

     Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, alter, amend or repeal the By-Laws
of the Corporation.

                                   ARTICLE VII

     The number of directors constituting the whole Board of Directors of the
Corporation shall be as specified in the By-Laws of the Corporation.


                                  ARTICLE VIII

     At all elections of directors of the corporation, each holder of stock or
of any class or classes or of any series thereof shall be entitled to as many
votes as shall equal the number of votes which (except for such provision as to
cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected by him, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of them
as he may see fit.

                                   ARTICLE IX

     Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place of places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                                    ARTICLE X

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or as may hereafter be amended: (i) a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
and (ii) the Corporation is authorized to provide indemnification of (and
advancement of expenses to) directors, officers, employees and other agents of
the Corporation (and any other persons to which Delaware law permits the
Corporation to provide indemnification), through provisions contained in the
By-Laws, agreements with any such director, officer, employee or other agent or
other person, vote of stockholders or disinterested directors, or otherwise, in
excess of the indemnification and advancement otherwise permitted by Section 145
of the Delaware General Corporation Law, subject 


                                      -3-


<PAGE>

only to statutory and non-statutory limits created by applicable Delaware law
with respect to actions for breach of duty to a corporation, its stockholders
and others.

     Neither any amendment nor repeal of this Article X, nor the adoption of any
provision of this Certification of Incorporation inconsistent with this Article
X, shall eliminate or reduce the effect of this Article X in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article X, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

                                   ARTICLE XI

     The election of directors need not be by written ballot unless a
stockholder demands election by written ballot at a meeting of stockholders
before the voting begins.

                                   ARTICLE XII

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                       ***


                                      -4-

<PAGE>



     IN WITNESS WHEREOF, the undersigned has executed this certificate this ___
day of May 2000.



                                     T.J. Rodgers
                                     President and Chief Executive Officer


Attest:



Emmanuel Hernandez
Secretary