<PAGE>1





Securities and Exchange Commission                March 15, 1994
OFICS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA  22312-2413

  Re: 1994 Proxy Statement


Ladies and Gentlemen:

     On behalf of Cypress Semiconductor Corporation, a Delaware
corporation, attached is the proxy statement for the 1994 Anuual
Meeting pursuant to Section 14(a) of the Securities Exchange Act
of 1934.

     Please acknowledge receipt of this document by stamping the
duplicate copy of this letter with the date of filing and return
it to me in the stamped emvelope provided.  If you have any
questions, please contact me at (408) 943-2975.



CYPRESS SEMICONDUCTOR CORPORATION

Stuart Inouye
- -------------------------------
Stuart Inouye
General Accounting Manager

<PAGE>2

                 SCHEDULE 14A INFORMATION
                 ------------------------

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Sec. 240.14a-11(c)
       or Sec. 240.14a-12


Cypress Semiconductor Corporation
- -------------------------------------------------
(Name of Registrant as specified in its charter)

Cypress Semiconductor Corporation
- -------------------------------------------------
(Name of person(s) filing proxy statement)


Payment of Filing Fee (Check the appropriate box):

[X}  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or
       14a-6(j)(2).
[ ]  $500 per each party to the controversy pursuant to Exchange
       Act Rule 14a-6(i)(3).
[ ]  Fee computed on table below per Exchange Act Rules
       14a-6(i)(4) and 0-11.

(1)  Title of each class of securities
       to which transaction applies:     --------------------

(2)  Aggregate number of secutities to which transaction applies:

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

(3)  Per unit price or other underlying value of transaction
       computed pursuant to Exchange Act Rule 0-11:

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

(4)  Proposed maximum aggregate value of transaction:

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



<PAGE>3


[ ]  Check the box if any part of the fee is offset as provided
     by Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously.  Identify the
     previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

(1)  Amnount Previously Paid:

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

(2)  Form, Schedule or Registration Statement No.:

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

(3)  Filing Party:

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

(4)  Date Filed:

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



<PAGE>4                 
                         
                                                                 

                                  
                                                                 

                                                  March 15,  1994
       

                
Dear Stockholders,
       
     You are cordially invited to attend the Cypress
Semiconductor Corporation Annual Meeting of Stockholders to be
held on Friday, April 22, 1994 at 10:00 a.m., local time, at the
Company's offices located at 4001 North First Street, San Jose,
California 95134.
       
     At the Annual Meeting, in addition to electing five
directors and approving the appointment of Price Waterhouse as
the Company's independent accountants, you will be asked to
approve a proposal relating to the Company's stock option plans
which management believes to be in the best interests of the
Company and its stockholders.
       
     The Company proposes to combine its two existing
stock option plans into a single 1994 Stock Option Plan, which
will incorporate the basic features of the 1985 Incentive Stock
Option Plan and the 1988 Directors' Stock Option Plan.  The new
plan will reduce the need for periodic plan amendments to
increase the amount of reserved stock under its stock
option plans as the Company grows since the plan provides for
automatic annual increases in the number of shares reserved and
available for issuance pursuant to nonstatutory stock options in
an amount equal to 4.5% of the Company's outstanding stock.  We
believe that this evergreen feature will provide to the Company
and its stockholders a consistent and predictable measure of
employee equity participation in line with comparable businesses
with which Cypress competes to attract and retain highly skilled
employees.  If approved, the 1994 Stock Option Plan will have
3,000,000 shares initially reserved for issuance in addition to
the 455,791 shares previously authorized but unissued under the
two prior option plans, which will be terminated upon stockholder
approval of the 1994 Stock Option Plan.  The initial
3,000,000-share pool will serve to fund the plan prior to its
first evergreen increase in January 1995 and will also provide a
reserve for future incentive stock option grants, since the
shares added each year will only be available for
nonstatutory options.
       
       

<PAGE>5
       
     We believe that equity participation motivates high levels
of performance and provides an effective means of recognizing
employee contributions to the success of the Company.  New
employee stock option grants, together with stock purchases
through payroll deductions under the Company's Employee Qualified
Stock Purchase Plan, have resulted in broad-based employee equity
ownership at Cypress, linking compensation to the Company's
performance.  When the Company performs well, the employees are
rewarded along with the other stockholders.
       
     We hope you will be able to attend the Annual Meeting
on April 22nd for a report on the status of the Company's
business and performance during 1993.  There will be an
opportunity for stockholders to ask questions.  Whether or not
you plan to attend the meeting, please sign and return
the enclosed proxy card to ensure your representation at the
meeting.
       

       Very truly yours,
       
       T.J. Rodgers
       -------------------------------
       T.J. Rodgers, President and CEO

<PAGE>6
              CYPRESS SEMICONDUCTOR CORPORATION


           NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
                      April 22, 1994

TO THE STOCKHOLDERS:
       
     NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Cypress Semiconductor Corporation (the
"Company"), a Delaware corporation, will be held on Friday, April
22, 1994 at 10:00 a.m., local time, at its offices located at
4001 North First Street, San Jose, California 95134, for the
following purposes:
       
       1.  To elect directors to serve for the ensuing year
           and until their successors are elected.
       
       2.  To ratify the adoption of the Company's 1994 Stock
           Option Plan and concurrent termination of the 1985
           Incentive Stock Option Plan and 1988 Directors' Stock
           Option Plan (the "Terminated Plans") and the
           reservation of 3,000,000 additional shares (beyond
           those previously authorized but unissued under the
           Terminated Plans) of the Company's Common Stock for
           issuance thereunder.
       
       3.  To ratify the appointment of Price Waterhouse as      

           independent accountants of the Company for the fiscal
           year ending January 1, 1995.
          
       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
February 25, 1994 are entitled to receive notice of, to attend
and to vote at the meeting and any adjournment thereof.
       
     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           
                                    -----------------------------
                                    Emmanuel Hernandez, Secretary
       
San Jose, California
M
arch 15, 1994

<PAGE>7
       
       
     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 IN ORDER TO ASSURE REPRESENTATION OF
YOUR SHARES.  NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES.

<PAGE>8
       
               CYPRESS SEMICONDUCTOR CORPORATION
       PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
       
     The enclosed Proxy is solicited on behalf of the Board of
Directors of Cypress Semiconductor Corporation (the "Company")
for use at the Company's Annual Meeting of Stockholders ("Annual
Meeting") to be held Friday, April 22, 1994 at 10:00 a.m., local
time, or at any adjournment(s) or postponement(s) thereof, for
the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Stockholders.  The Annual Meeting will be held
at 4001 North First Street, San Jose, California 95134.
       
     The Company's 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
March 15, 1994 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 February
25, 1994 are entitled to notice of, and to vote at, the Annual
Meeting.  At the record date, 37,065,099 shares of the Common
Stock were outstanding.
       
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 the Secretary of the Company a written notice of revocation or
a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.

<PAGE>9

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 shall 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.
       
     The Company intends to include abstentions and broker
non-votes as present or represented for purposes of establishing
a quorum for the transaction of business, but to exclude
abstentions and broker non-votes from the calculation of shares
entitled to vote with respect to any proposal for which
authorization to vote was withheld.
       
     The cost of this solicitation will be borne by the Company.
The Company has retained the services of CIC Express Service,
Inc. to assist in obtaining proxies from brokers and nominees of
stockholders for the Annual Meeting.  The estimated cost of such
services is approximately $6,000, plus out-of-pocket expenses.
The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners.
Proxies may also be solicited by certain of the Company's
directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
               

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
       
     Proposals of stockholders of the Company which are intended
to be presented by such stockholders at the Company's 1995 Annual
Meeting must be received by the Company no later than November
15, 1994 in order to be included in the proxy statement and form
of proxy relating to that meeting.
       

<PAGE>10
       

             PROPOSAL ONE - ELECTION OF DIRECTORS
       
NOMINEES
       
     A Board of five directors is to be elected at the meeting.
The size of the Board of Directors was reduced from six to five
prior to the Annual Meeting since director L. John Doerr is not
standing for reelection.  Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the five
nominees named below, all of whom are presently directors of the
Company.  In the event that 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 who shall be designated by
the present Board of Directors to fill the vacancy.  In the event
that additional persons are nominated for election as directors,
the proxy holders intend to vote all proxies received by them in
such a manner in accordance with cumulative voting as will ensure
the election of as many of the nominees listed below as possible.
In such event, the specific nominees for whom such votes will be
cumulated will be determined by the proxy holders.  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.  It is not expected that any
nominee will be unable or will decline to serve as a director.
    
     The name of and certain information regarding each nominee
is set forth below.
                                                                 

NAME OF NOMINEE     AGE     PRINCIPAL OCCUPATION        SINCE
- -----------------  ------   -------------------------   ------
T.J. Rodgers         46     President and Chief          1982
                            Executive Officer of
                            the Company       

Pierre R. Lamond     63     General Partner, Sequoia     1983
                            Partners
       
Fred B. Bialek       60     Business Consultant          1991

Eric A. Benhamou     38     President and Chief          1993
                            Executive Officer of
                            3COM Corporation

John C. Lewis        58     Chairman of the Board        1993
                            of Amdahl Corporation
       

<PAGE>11

     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
directors or executive officers of the Company.

     T.J. Rodgers is a co-founder of the Company and has been its
President and Chief Executive Officer since 1982.  Mr. Rodgers
serves as a director of Vitesse Semiconductor Corporation.

     Pierre R. Lamond has been a general partner of Sequoia
Partners, which manages several venture capital funds, including
Sequoia Capital IV, Sequoia Capital V and Sequoia Capital Growth
Fund, since 1981.  Mr. Lamond serves as a director of Vitesse
Semiconductor Corporation and Shaman Pharmaceuticals Corporation.

     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 Cypress in certain of its acquisitions,
including Cypress Semiconductor (Minnesota) Inc. ("CMI"), the
Company's third wafer fabrication facility.  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 ("3COM"), a data Networking company, from
September 1987 to April 1990.  From April 1990 to September 1990,
he was Chief Operating Officer of 3COM.  In April 1990, he was
promoted to President and Chief Executive Officer of 3COM, a
position in which he has served since then.  Mr. Benhamou is a
director of 3COM.
       
     John C. Lewis has been Chairman of the Board of Amdahl
Corporation, a computer manufacturer, since 1987.  He was
President of Amdahl from 1977 until 1987, and Chief Executive
Officer of Amdahl from 1983 until 1992.  Mr. Lewis is also a
director of SynOptics Communications, Inc. and Vitesse
Semiconductor Corporation.

       
BOARD MEETINGS AND COMMITTEES
       
Pierre R. Lamond serves as Chairman of the Board of Directors of
the Company.  The Board of Directors held a total of five 
meetings during the fiscal year ended January 3, 1994.  No
director, since elected, attended fewer than 75% of all such
meetings of the Board of Directors and of the committees, if any,
upon which such director served.
       


<PAGE>12

     During 1993, the Audit Committee consisted of Messrs.
Lamond, Doerr and Bialek.  During 1994, the committee will
consist of Messrs. Lamond and Lewis.  The principal functions of
the Audit Committee are: (1) to consult with the Company's
independent accountants concerning the scope of the audit and to
review with them the results of their examination; and (2) to
review and approve any material accounting policy changes
affecting the Company's operating results and to review the
Company's control procedures and personnel.  The Audit Committee
held two meetings in fiscal 1993.
       
     During 1993, the Compensation Committee consisted of Messrs.
Lamond and Doerr.  During 1994, the committee will consist of
Messrs. Lamond and Benhamou.  The Compensation Committee reviews
compensation and benefits for the Company's senior executives and
grants stock options under the Company's 1985 Incentive Stock
Option Plan.  If the stockholders approve the proposed adoption
of the 1994 Stock Option Plan, the Committee will grant options
under such plan.  The committee, which consists solely of
outside directors ineligible to participate in the Company's
discretionary employee stock programs, has authority to grant
stock options to officers and to directors who are also employees
or consultants of the Company.  The Compensation Committee held
four meetings during fiscal 1993.
 
      

COMPENSATION OF DIRECTORS
       
     STANDARD ARRANGEMENTS
       
     Directors who are not employees receive $5,000 each quarter.
       
     The 1988 Directors' Stock Option Plan (the "Directors'
Option Plan") provides for the automatic grant of nonstatutory
options to outside directors of the Company.  Each outside
director is granted an initial option to purchase 40,000 shares
of Common Stock (the "Initial Option") and an additional Option
to purchase 10,000 shares of Common Stock (a "Subsequent Option")
each year thereafter.  The Initial Option becomes exercisable
over a four-year period in annual installments of 10,000 shares
and Subsequent Options become exercisable four years after the
date on which they are granted.  Consequently, the Directors'
Option Plan provides for an on-going vesting program of 10,000
shares per year to outside directors.  The exercise price of
options granted under the Directors' Option Plan is the fair
market value of the Company's Common Stock on the date of grant.
Upon approval of the 1994 Stock Option Plan, the Directors' 
Option Plan will be terminated and the new plan will incorporate
the same terms and conditions for option grants to outside
directors.

<PAGE>13

    OTHER ARRANGEMENTS
       
    The Company has a consulting relationship with one of its
directors, Fred B. Bialek.  See "Certain Transactions."
       
                            MANAGEMENT
       
 
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
       
     The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of
January 3, 1994 (i) by each person who is known by the Company to
own beneficially more than 5% of the Company's Common Stock, (ii)
by each of the Company's directors,(iii) by the Company's Chief
E
xecutive Officer and each of the four other most highly
compensated individuals who served as executive officers of the
Company at fiscal year end and (iv) by all individuals who served
as directors or executive officers at fiscal year end as a group:


<TABLE>
                     
<CAPTION>                               SHARES BENEFICIALLY OWNED
                                        -------------------------
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS    NUMBER      PERCENT
- --------------------------------------- ------------ ------------
<S>                                     <C>          <C>
PRINCIPAL  STOCKHOLDERS (1)   

Merrill Lynch & Co., Inc.(2)               3,227,400         8.9%
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
       
The Crabbe Huson Group, Inc.(3)            2,015,500         5.6%
121 S.W. Morrison, Suite 1425
Portland, Oregon 97204

FMR Corp                                   1,883,200         5.2%
82 Devonshire Street
Boston, Massachusetts 02109


</TABLE>


<PAGE>14

<TABLE>       
               
<CAPTION>                               SHARES BENEFICIALLY OWNED
                                        -------------------------
DIRECTORS, OFFICERS AND 5% OWNERS          NUMBER      PERCENT
- --------------------------------------  ------------ ------------
<S>                                     <C>          <C>
DIRECTORS

T.J. Rodgers(4)                              850,234         2.2%
L. John Doerr(5)                             114,889           *
Pierre R. Lamond(6)                          114,268           *
Fred B. Bialek(7)                            147,921           *
Eric A. Benhamou                                  --           *
John C. Lewis                                     --           *

             
EXECUTIVE OFFICERS AT FISCAL YEAR END
       
Patrick Verderico(8)                          29,623           *
Tony Alvarez(9)                              116,794           *
Emmanuel Hernandez                                --           *
Andrew Paul(10)                                   --           *
All directors and executive officers at    1,373,729         3.6%
  fiscal year end as a group
  (10 persons)(11)       
- -----------------
*   Less than 1%.
<FN>
</TABLE>

    
 (1) Based on filings pursuant to Section 13(g) of the Securities
     Exchange Act of 1934, as amended.

 (2) Merrill Lynch & Co., Inc. shares voting and dispositive     
     power with respect to 3,200,000 shares with Merrill Lynch
     Group, Inc., Princeton Services, Inc., Merrill Lynch Asset
     Management, L.P. and Merrill Lynch Growth Fund for          
     Investment and Retirement.

<PAGE>15
  
 (3) Represents 102,200 shares held by the Crabbe Huson
     Special Fund, Inc. as to which the Crabbe Huson Group, Inc.
     shares voting and dispositive power 105,200 shares held by
     the Crabbe Huson Asset Allocation Fund, Inc. as to which the
     Crabbe Huson Group, Inc. shares voting and dispositive
     power, 63,200 shares held by the Crabbe Huson Equity Fund,
     Inc as to which the Crabbe Huson Group, Inc. shares voting
     and dispositive power, and 1,744,900 shares held by 70
     investors as to which the Crabbe Huson Group, Inc. shares
     voting and dispositive power.
      
 (4) Includes options to purchase 415,416 shares of Common Stock
     exercisable within 60 days of January 3, 1994.
       
 (5) Includes options held by Mr. Doerr to purchase 30,000 shares
     of Common Stock exercisable within 60 days of January 3,
     1994.

 (6) Includes 81,268 shares held by Pierre R. and Christine E.
     Lamond as trustees of a living trust and 3,000 shares owned
     by the David Lamond Trust.  Also includes options held by
     Mr. Lamond to purchase 30,000 shares of Common Stock
     exercisable within 60 days of January 3, 1994.

 (7) Represents options to purchase 147,291 shares of Common
     Stock exercisable within 60 days of January 3, 1994.

 (8) Mr. Verderico resigned as Vice President, Finance, and Chief
     Financial Officer on January 26, 1994.  Represents options
     to purchase 29,623 shares of Common Stock exercisable within
     60 days of January 3, 1994.
      
 (9) Represents options to purchase 116,794 shares of Common
     Stock exercisable within 60 days of January 3, 1994.

(10) Mr. Paul resigned as President of the Company's Multichip
     Technology, Incorporated subsidiary on January 4, 1994.
      
(11) Includes options held by officers and directors of the
     Company to purchase an aggregate of 740,131 shares of Common
     Stock exercisable within 60 days of January 3, 1994.


<PAGE>16


EXECUTIVE COMPENSATION
       
     The following table shows, as to the Chief Executive Officer
and each of the four other most highly compensated individuals
who served as executive officers at fiscal year end, information
concerning compensation paid for services to the Company in all
capacities during the three fiscal years ended January 3, 1994:


<TABLE>
       
                   SUMMARY COMPENSATION TABLE

<CAPTION>                                             LONG-TERM
                                                     COMPENSATION
                                                    -------------
                                                        AWARDS
                                                    -------------
                          ANNUAL COMPENSATION          OPTIONS/
NAME AND PRINCIPAL    ---------------------------       SARs(#)
     POSITION          YEAR   SALARY(1)  BONUS(2)
- ------------------    ------ ---------- ---------   -------------
<S>                   <C>    <C>        <C>         <C> 
T.J. Rodgers           1993   $272,942    $  351         125,000
  President, Chief     1992    258,145        88          85,050
  Executive Officer    1991    258,145     1,827         140,203
  and Director

Patrick Verderico(3)   1993   $241,418    $  351           4,388
  Former Vice          1992     50,769        --         100,000 
  President, Finance   1991         --        --              --
  and Chief Financial
  Officer

Tony Alvarez(4)        1993   $191,583    $  351          20,686
  Vice President,      1992    179,185        88          65,199
  Research and         1991    174,853     1,827              --
  Development

Emmanuel Hernandez     1993   $100,514    $  351          40,000
  Current Vice         1992         --        --              --
  President, Finance   1991         --        --              -- 
  and Adminstration
  and Chief Financial
  Officer

Andrew Paul(5)         1993   $132,020    $  351           4,063
  President,           1992    139,519        88              --
  Multichip Technology 1991    139,545        --              --
  Incorporated

<FN>              
</TABLE>



<PAGE>17
                                    
(1)  Compensation is included in the year earned.
(2)  Represents cash profit sharing awarded to each employee
     under the Company's Employee Profit Sharing Plan.
(3)  Mr. Verderico resigned as Vice President, Finance, and
     Chief Financial Officer on January 26, 1994.
(4)  During the 1993 fiscal year, Mr. Alvarez received $85,240   
     upon Cypress's purchase of the minority ownership interest
     in Multichip Technology, Incorporated.
(5)  Mr. Paul resigned as President of the Company's Multichip
     Technology, Incorporated subsidiary on January 4, 1994.
     During the 1993 fiscal year, Mr. Paul received $598,822 upon
     Cypress's purchase of the minority ownership interest in    
     Multichip.
       

<PAGE>18
 
     The following table shows, as to the Chief Executive Officer
and each of the four other most highly compensated individuals
who served as executive officers at fiscal year end, 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>       
              OPTIONS GRANTED IN LAST FISCAL YEAR

<CAPTION>                         INDIVIDUAL GRANTS
                    ---------------------------------------------
                               % OF TOTAL
                                 OPTIONS
                    OPTIONS/    GRANTED TO
                      SARs     EMPLOYEES IN   EXERCISE EXPIRATION
       NAME         GRANTED(1) FISCAL YEAR(2) PRICE(3)   DATE(4)
- ------------------ ----------- -------------- -------- ----------
<S>                <C>         <C>            <C>      <C>
T.J. Rodgers         125,000       3.86%       $10.125  04/29/03
Patrick Verderico(6)   4,388       0.14%       $10.125  04/29/03
Tony Alvarez          20,686       0.64%       $10.125  04/29/03
Emmanuel Hernandez    40.000       1.24%       $14.375  06/30/03
Andrew Paul(7)         4,063       0.13%       $10.125  04/29/03

<CAPTION>                POTENTIAL REALIZABLE VALUE
                          AT ASSUMED ANNUAL RATES
                         OF STOCK PRICE APPRECIATION
                                OPTION TERM
                         ---------------------------
       NAME                   5%(5)        10%(5)
- ------------------       -------------  ------------
<S>                      <C>            <C>
T.J. Rodgers                $795,545     $2,017,080
Patrick Verderico(6)         $27,941        $70,808
Tony Alvarez                $131,719       $333,803
Emmanuel Hernandez          $361,614       $916,402
Andrew Paul(7)               $25,871        $65,563
- --------------------------
<FN>
</TABLE>


(1)  Options granted under the Company's 1985 Incentive Stock
     Option Plan typically have a 10-year term, vest over a
     four-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 3,236,270 shares of
     Common Stock of the Company were granted to employees during
     the fiscal year ended January 3, 1994.

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

<PAGE>19

(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 upon an acquisition
     of the Company.

(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 the   
     Company's estimate of future stock price appreciation.

(6)  Mr. Verderico resigned as Vice President, Finance, and Chief
     Financial Officer on January 26, 1994.
       
(7)  Mr. Paul resigned as President of the Company's Multichip   
     Technology Incorporated subsidiary on January 4, 1994.  

<PAGE>20
              
     The following table shows, as to the Chief Executive Officer
and each of the four other most highly compensated individuals
who served as executive officers at fiscal year end, information
concerning the value of options held at fiscal year end:
       

<TABLE>
                FISCAL YEAR-END OPTIONS VALUES

 
<CAPTION>                      NUMBER OF UNEXERCISED
                                 OPTIONS AT FY-END:
                          ---------------------------------
      NAME                  EXERCISABLE     UNEXERCISABLE
- -----------------------   ---------------- ----------------
<S>                       <C>              <C>
T.J. Rodgers                   393,438          222,426
Patrick Verderico               29,623           74,765       
Tony Alvarez                    58,827           58,678       
Emmanuel Hernandez                  --           40,000
Andrew Paul                     23,338           30,725


</TABLE>



<TABLE>

<CAPTION>                        VALUE OF UNEXERCISED
                                 IN-THE-MONEY OPTIONS
                                   AT FY-END ($)(1):
                          ---------------------------------
       NAME                 EXERCISABLE     UNEXERCISABLE
- -----------------------   ---------------- ----------------
<S>                       <C>              <C>
T.J. Rodgers                 $2,263,170        $639,929  
Patrick Verderico              $136,435        $340,874      
Tony Alvarez                   $310,859        $229,293    
Emmanuel Hernandez                   --              --
Andrew Paul                    $124,023        $157,190

- -----------------------
<FN>
</TABLE>


(1)  Calculated by determining the difference between the fair   

     market value of the securities underlying the options at
     January 3, 1994 ($13.50) and the exercise price of the
     options.


<PAGE>21

R
EPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

     The Compensation Committee of the Board of Directors has
the responsibility to review compensation and benefits and to
grant stock options to the executive officers of the Company. 
The Company applies a consistent philosophy to compensation for
all employees including its executive officers.  This philosophy
is based on the premise that the achievements of the Company
result from the coordinated efforts of all individuals working
toward common objectives.  The Company strives to achieve those
objectives through teamwork that is focused on meeting the
defined expectations of customers and stockholders.  The goals of
the Compensation Committee are to align executive compensation
with business objectives and performance, and to enable the
Company to attract, retain and reward executive officers who
contribute to the long-term success of the Company.  The
Company's compensation program for executive officers is
based on the same four principles applicable to compensation
decisions for all employees of the Company:
                 
    *   The Company pays competitively.

        The Company is committed to providing a compensation
        program that helps attract and retain the best people in
        the industry.  To ensure that pay is competitive, the
        Company reviews the compensation practices of other
        leading companies in the industry.
       
    *   The Company pays for relative sustained performance.

        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.
             
    *   The Company strives for fairness in the administration of
        compensation.
       
        The Company strives to achieve a balance with respect to
        compensation paid to the executives within the Company
        and in comparable companies.  The Company also believes
        that the contributions of each member of the executive
        staff are vital to the success of the Company.

    *   The Company believes that employees should understand the
        performance evaluation and compensation administration
        process.

<PAGE>22
       
        At the beginning of the performance cycle, key quarterly
        and annual objectives are set for each officer.  The
        CEO gives ongoing feedback on performance to each
        officer.  At the end of the performance cycle, the
        Compensation Committee evaluates the extent to which the
        key objectives have been accomplished, which evaluation
        affects decisions on merit increases and stock option 
        grants.
       
     The Company's compensation program, which consists of
     cash-and equity- based compensation, allows the Company 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:
       
     Cash-Based Compensation:
       
          The Committee sets base salary for officers by
     reviewing the compensation levels for competitive positions 
     in the market.  The Company has a quarterly profit sharing
     plan under which it distributes to all employees, including
     executive officers, ten percent of its operating profits
     before taxes and other adjustments.  The Company believes
     that all employees share the responsibility of achieving
     profits.  Accordingly, it awards an equal portion to all
     employees regardless of salary or position level.  Under the
     profit-sharing plan, specific Company performance criteria
     must be met for employees to be eligible for bonuses.  For
     1993, the Company met these criteria only during the third
     and fourth quarters.

     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 the
     Company to encourage officers to continue in the employ of
     the Company.  In line with its compensation philosophy, the
     Company grants stock options to all employees, commensurate
     with their potential contributions to the Company.  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.

<PAGE>23

     T.J. Rodgers has been President and Chief Executive Officer
of the Company since its incorporation in 1982.  In determining
Mr. Rodgers' compensation, the Committee evaluates corporate
performance, individual performance, compensation paid to other
executive officers of the Company and compensation paid to chief
executive officers of comparable companies.  Through his equity
ownership in the Company, consisting of 434,818 shares of Common
Stock and options to purchase 615,864 shares of Common Stock, Mr.
Rodgers shares with the other stockholders of the Company a
significant stake in the success of the Company's business.  In
1993, Mr. Rodgers' annualized salary (including cash bonus) was
$273,293.
       
                            COMPENSATION COMMITTEE OF THE 
                            BOARD OF DIRECTORS
       
                            - Pierre R. Lamond
                            - L. John Doerr

<PAGE>24

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No member of the Compensation Committee was or is an officer
or employee of the Company.  Pierre R. Lamond, Chairman of the
Board of the Company, and T.J. Rodgers, President, Chief
Executive Officer and a director of the Company, are directors
and members of the Compensation Committee of the Board of
Directors of Vitesse Semiconductor Corporation ("Vitesse").  Mr.
Lamond is also Chairman of the Board of Vitesse.  Neither Cypress
nor Vitesse treats Chairman of the Board as an officer of the
corporation for compensation purposes.  Each of Messrs. Lamond
and Doerr is a general partner of a venture capital firm which
invested in the Company prior to its initial public offering in
1986.
       

CERTAIN TRANSACTIONS
       
     In August 1992, the Company guaranteed a loan by Bank of
America, NT & SA, to T.J. Rodgers, President and CEO of the
Company, in the amount of $810,000, secured by real property,
which remained outstanding as of the end of fiscal 1993.  In
addition, the guarantee was secured by 180,000 shares of
Common Stock of the Company held by Mr. Rodgers.
       
     During fiscal 1993, certain officers and directors of the
Company received payments from the sale to the Company of shares
of stock in Aspen Semiconductor Corporation, Multichip Technology
Incorporated and Ross Technology, Inc. in connection with the
Company's acquisition of all outstanding minority interest in
those subsidiaries in the following amounts: Fred B. Bialek,
$99,316; Andrew Paul, $598,822; Thomas North, $368,869; and Tony
Alvarez, $85,240.
       
 
    In October 1993, J. Daniel McCranie, Vice President of
Marketing and Sales, incurred $210,000 of indebtedness to the
Company, which indebtedness bears interest at 4% per annum, is
unsecured and is payable on or before October 7, 1996.  In the
event Mr. McCranie is still employed by the Company on October 7,
1996, the promissory note will be anceled and the indebtedness
forgiven.
       
     In addition, Thomas North, former President of Aspen
Semiconductor Corporation, and Roger Ross, former President of
Ross Technology, Inc., were indebted to the Company in the
amounts of $121,862 and $300,000, respectively, during the prior
fiscal year.  Mr. North's loan bore interest at 5% per annum, was
secured by shares of Aspen Common Stock and was payable August
30, 1993.  Mr. Ross' loan bore interest at 6.15% per annum, was
secured by shares of Cypress Common Stock and was payable May 31,
1993.  Both loans have subsequently been repaid.
   
    


<PAGE>25

     In October 1993, the Company entered into a consulting
arrangement (the "Consulting Agreement") with Fred B. Bialek, a
member of the Company's Board of Directors.  Pursuant to the
terms of this Consulting Agreement, as amended in February 1994,
Mr. Bialek is paid an annualized fixed retainer of $242,000,
payable on the first day of each month.  Mr. Bialek's retainer is
increased on April 1 of each year by an amount equal to the
average percentage salary increase as approved by the Board of
Directors for all Company employees.  In addition, Mr. Bialek is
reimbursed for out-of-pocket business expenses for travel,
lodging, phone and administrative support related to his
consulting services for the Company on receipt of invoice.  As is
also provided in the Consulting Agreement, Mr. Bialek has been
granted a fully exercisable option to purchase 60,000 shares of
the Company's Common Stock and an additional option to purchase
120,000 shares of the Company's Common Stock which vests over
approximately two and one-half years.  The term of the Consulting
Agreement is indefinite, but it is terminable by either the
Company or Mr. Bialek 30 days following written notice of such
termination.  Mr. Bialek was paid approximately $291,167 pursuant
to this agreement in the fiscal year ended January 3, 1994.  In
addition, Mr. Bialek received $99,316 during fiscal 1993 upon
sale of shares of Cypress subsidiaries issued in connection with
consulting services which he provided, including service on the
subsidiaries' boards of directors.
              

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's
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 (the "SEC") and the National Association of
Securities Dealers.  Such officers, directors and 10 stockholders
are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms that they file.
       
 
    Based solely on its review of the copies of such forms
received by it, the Company believes that, during the fiscal year
ended January 3, 1994, all Section 16(a) filing requirements
applicable to its officers, directors and 10% stockholders were
complied with except that Mr. Benhamou's initial filing on Form 3
was made more than 10 days after commencement of service as a
director.

<PAGE>26
       
COMPANY STOCK PRICE PERFORMANCE
       
     The following graph shows a five-year comparison of
cumulative total return for the Company's stock, the Standard &
Poor's 500 Stock Index and the S&P Small Cap Semiconductor Index.
       
        COMPARISON OF FIVE YEAR CUMULATIVE RETURN


<TABLE>

NORMALIZE 1988 TO 100 (94 PROXY):
       
<CAPTION>                1988   1989   1990   1991   1992   1993
                        ------ ------ ------ ------ ------ ------
<S>                     <C>    <C>    <C>    <C>    <C>    <C>
CYPRESS                 100.00  90.80 101.15 155.17  82.76 124.14

S & P 500               100.00 127.25 118.90 150.18 156.89 167.95
       
S & P Semi(Small Cap)   100.00  81.74  74.03 119.97 132.04 181.97
       
       
       
       *  ASSUMES $100 INVESTED ON DECEMBER 31, 1988 IN EACH
          INVESTMENT.  TOTAL RETURN ASSUMES REINVESTMENT OF
          DIVIDENDS.  PAST RESULTS ARE NOT AN INDICATION OF
          FUTURE INVESTMENT RETURNS.

<FN>
</TABLE>


<PAGE>27

 
 PROPOSAL TWO - APPROVAL OF ADOPTION OF 1994 STOCK OPTION PLAN
       
GENERAL
       
     The 1994 Stock Option Plan was approved in February 1994 by
the Board of Directors, subject to stockholder approval at the
Annual Meeting.  The 1994 Stock Option Plan will replace the 
Company's 1985 Incentive Stock Option Plan and 1988 Directors'
Stock Option Plan (the "Terminated Plans") with respect to future
option grants.  As of January 3, 1994, an aggregate of 455,791
shares were available for future grant under the
Terminated Plans.  Upon stockholder approval, the 1994 Stock
Option Plan will become effective, the Terminated Plans will be
canceled, and the shares available for future grant under the
Terminated Plans will become available under the 1994 Stock
Option Plan.  The proposed authorization of 3,000,000 shares for
use under the 1994 Stock Option Plan shall include 30,000 shares
added to the 1988 Directors' Stock Option Plan in order to have
sufficient shares to cover the initial grant to John C. Lewis
under the plan.
       
     The total number of shares reserved and available for grant
under the 1994 Stock Option Plan is the sum of (i) 3,000,000
shares (the "Additional Authorization"), which number will be
automatically increased on the first day of each fiscal year
during the term of the plan by a number of shares equal to 4.5%
of the Issued Shares (as defined below) on the last day of the
fiscal year immediately preceding the year in which such
adjustment is made, plus (ii) the number of shares available for
grant under the Terminated Plans at the date such plans are
canceled (the "Terminated Plan Shares"), plus (iii) shares issued
or subject to issuance on exercise of options pursuant to the
1994 Stock Option Plan or the Terminated Plans that are forfeited
to the Company under award terms and conditions ("Forfeited
Shares").  Accordingly, the maximum number of shares that may be
issued to participants under the 1994 Stock Option Plan in fiscal
1994 will equal the Additional Authorization plus the Terminated
Plan Shares plus the Forfeited Shares.  The maximum number of
shares that may be issued to participants under the 1994 Stock
Option Plan in any subsequent fiscal year will equal the sum of
(i) 4.5% of the Issued Shares (as defined below) determined as of
the last day of the immediately preceding fiscal year, plus (ii)
any shares available for issuance in the prior fiscal year but
not issued (whether by sale or subject to exercise of an option),
plus (iii) Forfeited Shares.  However, the number of shares
reserved and available for issuance pursuant to incentive stock
options cannot, without further stockholder approval, exceed the
sum of (i) the Additional Authorization, plus (ii) the Terminated
Plan Shares, plus (iii) any Forfeited Shares.  The number of
"Issued Shares" on the last day of a fiscal year includes the
outstanding shares at that date, plus any shares reacquired by
the Company during the preceding fiscal year.

<PAGE>28
       
     The 1994 Stock Option Plan prohibits an employee of the
Company from receiving, in any fiscal year of the Company,
options to purchase more than 500,000 shares of the Company's
Common Stock pursuant to such plan.
   
    
DESCRIPTION OF THE 1994 STOCK OPTION PLAN
       
     The 1994 Stock Option Plan incorporates the basic features
of the Company's two existing stock option plans in a single
plan, with a combined pool of shares available for both purposes.
The basic terms and conditions of the 1985 Incentive Stock Option
Plan and the 1988 Directors' Stock Option Plan are preserved in
the successor plan.  The 1994 Stock Option Plan includes an
additional feature which provides for an annual increase in
shares available under the plan for issuance pursuant to
nonstatutory stock options equal to 4.5% of the Company's
outstanding Common Stock.
       
     PURPOSE
       
     The purpose of the 1994 Stock Option Plan is to attract and
retain the best available personnel for positions of substantial
responsibility, to provide additional incentives to employees,
consultants and directors of the Company and to promote the
success of the Company's business.
              
     ADMINISTRATION
       
     The 1994 Stock Option Plan may be administered by the Board
of Directors of the Company or by a committee of the Board.  All
stock option grants are currently being administered by the
Compensation Committee of the Board of Directors, except that
option grants to outside directors are automatic and do not
require administration.
       
     No member of the Board or committee may vote on any Common
Stock grant to himself or take part in any consideration of the
1994 Stock Option Plan as it may apply to himself.  Members of
the Board of Directors or committee receive no additional
compensation for their services in connection with the
administration of the 1994 Stock Option Plan.  All questions of
interpretation of the 1994 Stock Option Plan are determined by
the Board of Directors or its committee, and such determinations
are final and binding upon all participants.

<PAGE>29
   
     ELIGIBILITY
       
     The 1994 Stock Option Plan permits participation by
employees, consultants, officers and directors of the Company or
its majority-owned subsidiaries.  Incentive Stock Options may be
granted only to employees, including officers.  Options for
outside directors are limited to non-discretionary automatic
grant provisions.
       
     TERMS OF OPTIONS GRANTED TO EMPLOYEES AND CONSULTANTS
       
     The terms of options granted under the 1994 Stock Option
Plan may be determined by the Board of Directors or its committee
and are currently being determined by the Compensation Committee
of the Board of Directors.  Each option is evidenced by a stock
option agreement between the Company and the employee or
consultant to whom such option is granted and is normally subject
to the following additional terms and conditions:
       
       (a)  EXERCISE OF THE OPTION:  The Board of Directors or
     its committee of the Board determines the vesting terms of
     the options granted to employees and consultants under the
     1994 Stock Option Plan.  The current form of option
     agreement for new employees provides that options may be
     exercised at the rate of 1/4 of the shares granted at the
     end of the first year after commencement of employment and
     1/48 of the shares at the end of each month thereafter, for
     a four-year vesting period. The Board or its committee may
     at any time or from time to time accelerate the vesting of
     any outstanding option.  An option is exercised by giving
     written notice of exercise to the Company, specifying the
     number of full shares of Common Stock to be purchased, and
     tendering payment to the Company of the purchase price.  The
     purchase price of the shares purchased upon exercise of any
     option shall be paid in consideration of such form as is
     determined by the Board of Directors or its committee, and
     such form of consideration may vary for each option.
       
       (b)  OPTION PRICE:  The price of option grants under the
     1994 Stock Option Plan is determined by the Board of
     Directors of the Company or its committee.  In the case of
     an incentive stock option granted to an employee, the option
     price must not be less than 100% of the fair market value of
     the Common Stock on the date the option is granted, with the
     exception that in the case of an option granted to a
     stockholder who, immediately prior to such grant, owns stock
     representing more than 10% of the voting power or value of
     all classes of stock of the Company, the exercise price must
     not be less than 110% of such fair market value.  In the
     case of a nonstatutory option granted to any other eligible 
     person, the per share exercise price shall be no less than
     85% of fair market value per share on the date of grant.


<PAGE>30
       
       (c)  TERMINATION OF EMPLOYMENT:  If the optionee's status
     as an employee or consultant terminates for any reason other
     than death, options under the 1994 Stock Option Plan may be
     exercised within such period of time after such termination
     as the Board or its committee may determine, up to 90 days
     in the case of incentive stock options and up to two years
     in the case of nonstatutory options, and may be exercised
     only to the extent the option was exercisable on the date of
     termination.

       (d)  DISABILITY OF OPTIONEE:  If an optionee should become
     totally and permanently disabled while employed by the
     Company, options may be exercised within six months after
     termination of employment due to such disability, but only
     to the extent such option would have been exercisable 12
     months after such termination.
       
       (e)  DEATH OF OPTIONEE:  If an optionee should die while
     employed by the Company, options may be exercisable at any
     time within six months after death, but only to the extent
     the options would have been exercisable had the optionee
     continued living and terminate employment 12 months after
     the date of death.  If an optionee should die after
     termination of employment with the Company, the 1994 Stock
     Option Plan provides that if death occurs within 30 days
     after termination of continuous status as an employee or
     consultant options may be exercised within six months after
     death to the extent the options were exercisable on the date
     of termination of employment.
       
       (f)  TERMINATION OF OPTIONS:  Options granted under the
     1994 Stock Option Plan expire 10 years from the date of
     grant unless otherwise provided in the option agreement. 
     However, in the case of an option granted to an employee who
     at the time the option is granted owns stock representing
     more than ten percent of the voting power of all classes of
     stock of the Company or any parent or subsidiary, the term
     of the option shall not be greater than five years.  No 
     option may be exercised by any person after such expiration.
       
       (g)  NON-TRANSFERABILITY OF OPTIONS:  An option is
     nontransferable by the optionee, other than by will or the 
     laws of descent and distribution, and is exercisable only by
     the optionee during his lifetime or, in the event of death,
     by a person who acquires the right to exercise the option by
     bequest or inheritance or by reason of the death of the
     optionee.
       
       (h)  OTHER PROVISIONS:  The option agreement may contain
     such other terms, provisions and conditions not inconsistent
     with the 1994 Stock Option Plan as may be determined by the
     Board of Directors or its committee.

<PAGE>31
       
     TERMS OF OPTIONS GRANTED TO OUTSIDE DIRECTORS
       
     The 1994 Stock Option Plan provides for the automatic grant
of nonstatutory options to non-employee directors of the Company.
Each such director shall be granted an option to purchase 40,000
shares of Common Stock (the "Initial Option") on the later of
October 12, 1988 or the date on which such person first becomes a
director, whether through election by the stockholders of the
Company or appointment by the Board of Directors to fill a
vacancy.  Thereafter, each non-employee director shall be
automatically granted an Option to purchase 10,000 Shares (a
"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 becomes exercisable in annual installments of
10,000 shares with the first such installment exercisable one
year from the outside director's election to the Board.  Each
Subsequent Option granted under the Directors' Option Plan shall
become fully exercisable four years after the date on which it is
granted.  As a result, as long as shares are available under the
Directors' Option Plan, each outside director will vest options
to purchase 10,000 shares of Common Stock at its market value on
the date of grant at the end of each year of service on the
Board.
       
     Options granted to non-employee directors under the 1994
Stock Option Plan are automatic and do not require any action on
the part of the Board of Directors or any committee of the Board.
Each such option is evidenced by a stock option agreement between
the Company and the director to whom such option is granted and
is subject to the following additional terms and conditions:
       
       (a)  EXERCISE OF OPTION:  The Initial Options become
     exercisable cumulatively in installments of 10,000 shares
     per year beginning on the date of each director's election
     to the Board of Directors.  Each Subsequent Option shall
     become fully exercisable four years after its date of grant.
     An option is exercised by giving written notice of exercise
     to the Company, specifying the number of full shares of
     Common Stock to be purchased and tendering payment to the
     Company of the purchase price.  Payment for shares issue 
     upon exercise of an option may consist of cash, check, 
     exchange of shares of the Company's Common Stock or a 
     combination thereof.

       (b)  OPTION PRICE:  The option price is determined by the
     Board of Directors and shall be 100% of the fair market
     value of the Company's Common Stock on the date of grant. 
     The Board of Directors of the Company determines such fair
     market value based upon the closing price of the Common 
     Stock on the date the option is granted.

<PAGE>32
       
       (c)  TERMINATION OF STATUS AS A DIRECTOR:  The 1994 Stock
     option Plan provides that if the optionee ceases to serve as
     a director of the Company, his option may be exercised
     within 90 days after the date he ceases to be a director as
     to all or part of the shares that the optionee was entitled
     to exercise at the date of such termination.
       
       (d)  DISABILITY:  If an optionee is unable to continue his
     service as a director of the Company as a result of his 
     total and permanent disability, his option may be exercised
     at any time within 12 months after the date of his
     termination, but only to the extent he was entitled to
     exercise it at the date of such termination.
       
       (e)  DEATH:  If an optionee should die while serving as a
     director of the Company, his option may be exercised at any
     time within six months after death but only to the extent
     that the option would have been exercisable had the optionee
     continued living and remained a director of the Company for
     12 months after the date of death.  If an optionee should
     die within 30 days after ceasing to serve as a director of
     the Company, the option may be exercised within six months
     after death to the extent the option was exercisable on the
     date of such termination.
       
       (f)  TERMINATION OF OPTIONS:  Options granted to outside
     directors under the 1994 Stock Option Plan have a term of 10
     years.  No option may be exercised after its expiration.
       
       (g)  NONTRANSFERABILITY OF OPTIONS:  An option is 
     nontransferable by the optionee, other than by will or the
     laws of descent and distribution, and is exercisable only by
     the optionee during his lifetime or, in the event of death,
     by a person who acquires the right to exercise the option by
     bequest or inheritance or by reason of the death of the
     optionee.
       
       (h)  OTHER PROVISIONS:  The option agreement pursuant to
     which directors are granted options may contain such other
     terms, provisions and conditions not inconsistent with the 
     1994 Stock Option Plan as may be determined by the Board of
     Directors.

<PAGE>33
 
     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
       
     In the event any change is made in the Company's
capitalization which results from a stock split or payment of a
stock dividend or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration,
appropriate adjustment shall be made with respect to shares and
options available under the 1994 Stock Option Plan.  In the event
of the proposed dissolution or liquidation of the Company, each
option will terminate unless otherwise stipulated by the Board.
In the event of a proposed sale of substantially all of the
assets of the Company, or the merger of the Company with or into
another corporation, the option shall be assumed or an equivalent
option shall be substituted unless the Board makes the option
fully exercisable prior to the merger; provided, however, that
with respect to options granted to directors, if such options are
not assumed or as to which an equivalent option is not
substituted, (i) those options granted on or after the effective
date of this 1994 Stock Option Plan shall become fully vested and
exercisable unless the Board determines otherwise, while (ii)
those options granted prior to the effective date of this plan
shall terminate.  If the Board makes an option exercisable upon a
merger or sale of assets, the Board shall notify the participant
that the option shall be fully exercisable for a period of 30
days from the date of such notice and the option will terminate
upon the expiration of such period.
       

<PAGE>34

     AMENDMENT AND TERMINATION
       
     The Board of Directors may amend the 1994 Stock Option Plan
at any time or from time to time or may terminate it without
approval of the stockholders; provided, however, that stockholder
approval is required to the extent necessary to comply with Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or
applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor rule or provision or any
other applicable law or regulation.  No action by the Board or
stockholders may unilaterally alter or impair any rights
previously granted under the 1994 Stock Option Plan without the
consent of the optionee.

       
TAX INFORMATION REGARDING STOCK OPTIONS
       
     Options granted under the 1994 Stock Option Plan may be
either "incentive stock options," as defined in Section 422 of
the Code, or "nonstatutory options."  Options granted with
respect to shares added to the 1994 Stock Option Plan pursuant to
the 4.5% annual increase must be nonstatutory options.
       
     If an option granted under the 1994 Stock Option Plan is an
incentive stock option, the optionee will recognize no income
upon grant of the incentive stock option and incur no tax
liability due to the exercise unless the optionee is subject to
the alternative minimum tax.  Upon the sale or exchange of the
shares at least two years after grant of the option and one year
after receipt of the shares by the optionee, any gain or loss
will be treated as long-term capital gain or loss.  If these
holding periods are not satisfied, the optionee will recognize
ordinary income equal to the difference between the exercise
price and the lower of the fair market value of the stock at the
date of the option exercise or the sale price of the stock.  A
different rule for measuring ordinary income upon such a
premature disposition may apply if the optionee is also an
officer, director or 10% stockholder of the Company.  The Company
will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee.  Any gain or loss
recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be
characterized as long-term, or short-term capital gain or loss,
depending on the holding period.

<PAGE>35

     All other options which do not qualify as incentive stock
options are referred to as nonstatutory options.  An optionee
will not recognize any taxable income at the time he is granted a
nonstatutory option.  However, upon its exercise, the optionee
will recognize ordinary income for tax purposes measured by the
excess of the then fair market value of the shares over the
option price.  In certain circumstances, where the shares are
subject to a substantial risk of forfeiture when acquired or
where the optionee is an officer, director or 10% stockholder of
the Company, the date of taxation may be deferred unless the
optionee files an election with the Internal Revenue Service
under Section 83(b) of the Code.  The income recognized by an
optionee who is also an employee of the Company will be subject
to tax withholding by the Company by payment in cash or out of
the current earnings paid to the optionee.  Upon resale of such
shares by the optionee, any difference between the sales price
and the exercise price, to the extent not recognized as ordinary
income as provided above, will be treated as capital gain or
loss.
       
     The Company will be entitled to a tax deduction in the
amount and at the time that the optionee recognizes ordinary
income with respect to shares acquired upon exercise of a
nonstatutory option.
       
     The foregoing is only a summary of the effect of federal
income taxation upon the optionee and the Company with respect to
the grant and exercise of options under the 1994 Stock Option
Plan, does not purport to be complete, and does not discuss the 
income tax laws of any municipality, state or foreign country in
which an optionee may reside.
       
REQUIRED VOTE
       
     The affirmative vote of the holders of a majority of the
Common Stock present or represented at the meeting is required to
approve the adoption of the 1994 Stock Option Plan.  THE BOARD OF
D
IRECTORS RECOMMENDS VOTING FOR THE ADOPTION OF THE 1994 STOCK
OPTION PLAN.
         

<PAGE>36


         PROPOSAL THREE - RATIFICATION OF APPOINTMENT
                  OF INDEPENDENT ACCOUNTANTS
       
     The Board of Directors has appointed Price Waterhouse,
independent accountants, to audit the consolidated financial
statements of the Company for the fiscal year ending January 1,
1995 and recommends that stockholders vote for ratification of
s
uch appointment.  In the event of a negative vote on such
ratification, the Board of Directors will reconsider its
selection.
       
     Price Waterhouse has audited the Company's 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
       
     Approval of this proposal requires the affirmative vote of
the holders of a majority of the Common Stock present or
represented at the meeting.  THE BOARD OF DIRECTORS RECOMMENDS
VOTING FOR THE APPOINTMENT OF PRICE WATERHOUSE AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 1994.

       
                        OTHER MATTERS
       
     The Company knows 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 which 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
                                    -----------------------------
                                    Emmanuel Hernandez, Secretary

       
Dated:  March 15, 1994
       



<PAGE>37

On the back cover is a map to Cypress Semiconductor Corporation.




<PAGE>38

(Front Side of Proxy Card)

                CYPRESS SEMICONDUCTOR CORPORATION

           PROXY FOR 1994 ANNUAL MEETING OF STOCKHOLDERS
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


     The undersigned stockholder of CYPRESS SEMICONDUCTOR
CORPORATION, a Delaware corporation, hereby acknowledges receipt
of the Notice of Annual Meeting of Stockholders and Proxy
Statement, each dated March 15, 1994, and hereby appoints T.J.
Rodgers and Emmanuel Hernandez, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the
undersigned at the 1994 Annual Meeting of Stockhholders of
CYPRESS SEMICONDUCTOR CORPORATION to be held on April 22, 1994 at
10:00 a.m. local time, at its offices located at 4001 North First
Street, San Jose, California 95134, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote, if then and
there personally present, on the matters set forth below.

     A majority of such attorneys or substitutes as shall be
presented and shall act at said meeting or any adjourment or
adjournments thereof (or if only one shall be present and act,
then that one) shall have and may exercise all the powers of said
attorneys-in-fact hereunder.



<PAGE>39

(Backside of Proxy Card)

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION
IS INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR
THE APPROVAL AND RATIFICATION OF THE ADOPTION OF THE COMPANY'S
1994 STOCK OPTION PLAN, FOR THE RATIFICATION OF THE APPOINTMENT
OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS OF THE COMPANY,
AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
COME BEFORE THE MEETING.

1. Election of Directors

   Nominees: T.J. Rodgers; Pierre R. Lamond; Fred B. Bialek;
             Eric A. Benhamou; John C. Lewis

             FOR                WITHHELD
            [   ]                 [   ]

[ ] 
    --------------------------------------
    For all nominees except as noted above


2. Proposal to approve and ratify the      FOR   AGAINST  ABSTAIN
   adoption of the Company's 1994          [ ]     [ ]      [ ]
   Stock Option Plan

3. Proposal to ratify the appointment      FOR   AGAINST  ABSTAIN
   of Price Waterhouse as independent      [ ]     [ ]      [ ]
   accountants for the Company for
   Fiscal 1994.

In their discretion, the proxies are authorized to vote upon such
other matter which may properly come before the meeting or any
adjournment of adjournments thereof.

Mark here for address change and note below  [  ]


Signature:                                 Date: 
            ---------------------------           ---------------

Signature:                                 Date: 
            ---------------------------           ---------------

(This proxy should be marked, dated, signed by each stockholder
exactly as such stockholder's name appears hereon, and returned
promptly in the enclosed envelope.  Persons signing in a
fiduciary capacity should so indicate.  if shares are held by
joint tenants or as community property, both should sign.)