Securities and Exchange Commission                           August 16, 1994
450 Fifth St., N.W.
Washington, D.C.  20549


RE: Form 10-Q
    Cypress Semiconductor Corporation
    Commission File No.1-10079
    CIK NUMBER 0000791915


Ladies and Gentlemen:

    In accordance with Regulation S-T, we have submitted herewith in electronic
format, via EDGAR, one copy of the Company's Quarterly Report on Form 10-Q,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended.

     Pursuant to Rule 901(d) of Regulation S-T, by copy of this correspondence,
the Company has submitted to the Commission one conforming paper format copy of
this electronic filing.

     Please direct all questions concerning the enclosed materials to the
undersigned. 


Sincerely,

CYPRESS SEMICONDUCTOR CORPORATION


/s/ STUART INOUYE
- ---------------------------------
Stuart Inouye
Corporate Accounting Manager


Enclosures


cc:  Conforming Paper Copy
     Filer Support
     U.S. Securities and Exchange Commission
     Operations Center; Stop 0-7
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     Alexandria, VA  22312







<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549
   

                                    FORM 10-Q

(Mark One)

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the quarterly period ended July 4, 1994 or

[ ] Transition report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934 for the transition period from
    
    ------------- to -----------.

Commission file number 1-10079
                       -------

                       CYPRESS SEMICONDUCTOR CORPORATION
- -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

           Delaware                                         94-2885898
- -------------------------------                     ---------------------------
 (State or other jurisdiction                            (I.R.S. employer
      of incorporation or                               identification No.)
       organization)


         3901 North First Street, San Jose, California       95134-1599
- -------------------------------------------------------------------------------
           (address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (408) 943-2600
                                                    ---------------

                                 NOT APPLICABLE
- -------------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since
                                   last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.

                         Yes  X                     No
                             ---                       ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                   July 4, 1994 (all one class):  37,726,000
                   ------------------------------------------

                                       1


<PAGE>2


                       CYPRESS SEMICONDUCTOR CORPORATION

                                   FORM 10-Q
                          Quarter Ended July 4, 1994

                                     Index


Part I - Financial Information
- --------------------------------


Item 1.  Condensed Consolidated Financial Statements           Pages 3 - 9

Item 2.  Management's Discussion and Analysis                  Pages 10 - 12



Part II - Other Information
- --------------------------------


Item 1.  Legal Proceedings                                     Page 13

Item 6.  Exhibits and Reports on Form 8-K                      Page 13        
  

             


                                                   



 

      













                                        
       









                                       2


<PAGE>3

<TABLE>

                       CYPRESS SEMICONDUCTOR CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)

<CAPTION>                                     
                                                      July 4,   January 3,
                                                       1994        1994         
                                                    ----------  ----------
<S>                                                 <C>         <C>
               ASSETS

Current assets:
  Cash and cash equivalents                         $   22,299  $   37,657
  Short-term investments                               181,612      42,933
                                                    ----------  ----------
    Total cash, cash equivalents and 
      short-term investments                           203,911      80,590
  Accounts receivable, net of allowances of
      $1,845 at July 4, 1994 and $1,347 at
      January 3, 1994                                   58,350      46,247
  Other receivables                                      4,472       7,957
  Inventories                                           31,212      29,285
  Other current assets                                  21,688      21,759
                                                    ----------  ----------
       Total current assets                            319,633     185,838
Property, plant and equipment (net)                    147,544     133,920
Other assets                                            20,972      20,890
                                                    ----------  ----------
         Total assets                               $  488,149  $  340,648
                                                    ==========  ==========

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                  $   38,350  $   26,024
  Accrued liabilities                                   23,795      19,641
  Deferred income on sales to distributors               8,627       8,851
  Income taxes payable                                   9,962       6,671
                                                    ----------  ----------
       Total current liabilities                        80,734      61,187
Convertible subordinated notes                          92,703          --
Deferred income taxes                                    4,839       4,432
                                                    ----------  ----------
         Total liabilities                             178,276      65,619
                                                    ----------  ----------
Minority interest in subsidiaries                        3,344       3,344
                                                    ----------  ----------





                                       3



<PAGE>4

                       CYPRESS SEMICONDUCTOR CORPORATION

               CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (Dollars in thousands)
                                   (Unaudited)

                                                      July 4,   January 3,
                                                       1994        1994
                                                    ----------  ----------
<S>                                                 <C>         <C>
                                                 
Commitments and contingencies (Note 4)

Stockholders' equity:
  Preferred stock, $.01 par value, 5,000,000
    shares authorized; none issued and
    outstanding                                             --          --
  Common stock, $.01 par value, 75,000,000
    shares authorized; 42,499,000 and
    40,973,000 issued; 37,726,000 and
    36,200,000 outstanding                                 425         410
  Additional paid-in capital                           221,579     207,846
  Retained earnings                                    130,609     109,513
                                                    ----------  ----------
                                                       352,613     317,769
  Less shares of common stock held in
    treasury, at cost: 4,773,000 at
    July 4, 1994 and January 3, 1994                   (46,084)    (46,084)
                                                    ----------  ----------
       Total stockholders' equity                      306,529     271,685
                                                    ----------  ----------
         Total liabilities and stockholders'
           equity                                   $  488,149  $  340,648
                                                    ==========  ==========






     See accompanying notes to condensed consolidated financial statements.





 </TABLE>



         
   





                                       4 


<PAGE>5

<TABLE>
                       CYPRESS SEMICONDUCTOR CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)


<CAPTION>
                                Three Months Ended         Six Months Ended
                              ----------------------    ----------------------
                                July 4,    June 28,       July 4,    June 28,
                                 1994        1993          1994        1993
                              ----------  ----------    ----------  ----------
<S>                           <C>         <C>           <C>         <C>

Revenues                      $  100,217  $   74,753    $  191,174  $  144,463
                              ----------  ----------    ----------  ----------
Costs and expenses:
  Cost of revenues                55,676      45,227       106,892      86,810
  Research and development        13,601      13,433        26,194      27,412
  Marketing, general and
    administrative                12,871      11,661        25,904      22,335
  Restructuring and other
    other non-recurring costs         --        (408)           --        (408)
                              ----------  ----------    ----------  ----------
     Total operating costs
       and expenses               82,148      69,913       158,990     136,149
                              ----------  ----------    ----------  ----------
Operating income                  18,069       4,840        32,184       8,314
Interest expense                  (1,301)        (52)       (1,328)       (221)
Interest and other income          1,599         748         2,630       1,367
                              ----------  ----------    ----------  ----------
Income before income taxes        18,367       5,536        33,486       9,460
Provision for income taxes        (6,796)     (1,931)      (12,390)     (3,406) 
                              ----------  ----------    ----------  ----------
Net income                    $   11,571  $    3,605    $   21,096       6,054
                              ==========  ==========    ==========  ==========

Net income per share          $     0.29  $     0.10    $     0.52  $     0.16
                              ==========  ==========    ==========  ==========
Weighted average common and
  common equivalent shares
  outstanding                     40,515      37,502        40,408      37,528
                              ==========  ==========    ==========  ==========


     See accompanying notes to condensed consolidated financial statements.

</TABLE>
                      







                                       5


<PAGE>6

<TABLE>
                       CYPRESS SEMICONDUCTOR CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
<CAPTION>
                                                          Six Months Ended
                                                       ----------------------
                                                         July 4,     June 28,
                                                          1994        1993
                                                       ----------  ----------
<S>                                                    <C>         <C>
Cash flows from operating activities:
 Net income                                            $   21,096  $    6,054
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                           22,438      21,544
   Provision for restructuring and other
    non-recurring costs                                        --        (408)
   Non-cash interest and amortization of debt
    issuance costs                                            497          --  
   Changes in operating assets and liabilities:
    Receivables                                            (8,618)     (8,502)
    Inventories                                            (1,927)     10,924
    Other assets                                            1,116      (2,690)
    Accounts payable and accrued liabilities               16,480      (6,794)
    Deferred income                                          (224)      1,426
    Income taxes payable and deferred income taxes          3,698       4,254
                                                       ----------  ----------
Net cash generated by operations                           54,556      25,808
                                                       ----------  ----------
Cash flows from investing activities:
  (Increase) decrease in short-term investments          (138,679)      7,881 
  Acquisition of property, plant and equipment            (41,375)    (19,612)
  Sale of plant and equipment                               7,918          --
  Acquisition of CONTAQ Microsystems, Inc.                   (969)         --
  Buyout of minority interest in subsidiaries                  --      (3,523)
  Sale of Ross Technology, Inc.                                --       1,969
                                                       ----------  ----------
Net cash used for investing activities                   (173,105)    (13,285) 
                                                       ----------  ----------
Cash flows from financing activities:
  Repurchase of common stock                                   --     (16,898)
  Issuance of common stock                                 13,748       7,153
  Principal payments on capital lease obligations              --      (2,155)
  Issuance of convertible subordinated notes               92,293          --
  Deferred debt issuance costs                             (2,850)         --
  Other                                                        --         (34)
                                                       ----------  ----------
Net cash provided (used) by financing activities          103,191     (11,934)
                                                       ----------  ----------




                                     6



<PAGE>7

                       CYPRESS SEMICONDUCTOR CORPORATION

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                             (Dollars in thousands)
                                   (Unaudited)
<CAPTION>
                                                          Six Months Ended
                                                       ----------------------
                                                         July 4,     June 28,
                                                          1994        1993
                                                       ----------  ----------
<S>                                                    <C>         <C>

Net increase (decrease) in cash and cash equivalents      (15,358)        589
Cash and cash equivalents, beginning of year               37,657      12,371
                                                       ----------  ----------
Cash and cash equivalents, end of quarter              $   22,299  $   12,960
                                                       ==========  ==========

     See accompanying notes to condensed consolidated financial statements. 


































</TABLE>
                          
                                       
                                       7


<PAGE>8

                       CYPRESS SEMICONDUCTOR CORPORATION


              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)


1.  Interim Statements

In the opinion of management, the accompanying, unaudited condensed
consolidated financial statements contain all adjustments (consisting solely of
normal recurring adjustments) necessary to present fairly the financial
information included therein.  While the Company believes that the disclosures
are adequate to make the information not misleading, it is suggested that this
financial data be read in conjunction with the audited financial statements and
notes thereto for the year ended January 3, 1994 included in the Company's 1993
Annual Report on Form 10-K.

For interim financial reporting purposes, the Company reports on a 13-week
quarter.  The results of operations for the three month period ended July 4,
1994 are not necessarily indicative of the results to be expected for the full
year.

2.  Balance Sheet Components

                                                July 4,   January 3,
                                                 1994        1994
                                              ----------  ----------
Inventories:
     Raw materials                            $    8,630  $    8,820
     Work in process                              14,357      13,103
     Finished goods                                8,225       7,362
                                              ----------  ----------
                                              $   31,212  $   29,285
                                              ==========  ==========

3.  Net Income Per Share

Net income per share is computed using the weighted average number of shares of
outstanding common stock and common equivalent shares, when dilutive.  Common
equivalent shares include shares issuable under the Company's stock option
plans as determined by the treasury stock method.  Fully diluted earnings per
share is not significantly different than primary earnings per share.


4.  Impact of Litigation

In the normal course of business, the Company receives and makes inquiries with
regard to possible patent infringement.  Where deemed advisable, the Company
may seek or extend licenses or negotiate settlements.







                                       8
                                       

<PAGE>9

Texas instruments (TI) has charged the Company and four other semiconductor
companies with infringement of two patents, primarily covering the plastic
encapsulation process used to package semiconductor devices.  This action was
filed before the International Trade Commission (ITC) in Washington, D.C., and
in the U.S. District Court in Dallas, Texas.  The ITC has ruled that the
plastic packaging process known as "bottom gating" does infringe, but that
"top gating," used now by the Company does not infringe TI's patent.  The
Company  contends that the patents are invalid.  In March of 1993, the U.S.
District Court of Appeals for the Federal Circuit affirmed the ITC's ruling.
A trial date has been scheduled for April 1995 in the U.S. District Court
regarding this matter.

In January and February 1992, the Company and certain of its officers were
named defendants in three purported class-action suits filed in the U.S. 
District Court for the Northern District of California.  The suits filed are
for alleged violations of the Securities Exchange Act of 1934 and certain
provisions of state law regarding disclosure of short-term business prospects.
In 1992, the three securities class-action complaints were consolidated by the
U.S. District Court of Northern California.  The trial date has been scheduled
for June 5, 1995.

The Company will vigorously defend itself in these matters and, subject to the
inherent uncertainties of litigation and based upon discovery completed to
date, management believes that the possibility of a material adverse impact on
the Company's financial position as a result of these matters is remote. 
However, should the outcome of any of the actions be unfavorable, the Company
may be required to pay damages and other expenses, which could have a material
adverse effect on the Company's financial position.  In addition, the Company
could be required to alter certain of its production processes or products as a
result of these matters.


5.  Convertible Subordinated Notes

On March 31, 1994, the Company completed a $110 million private placement of
7-year discounted convertible subordinated debentures.  The debentures are due
in the year 2001, with a coupon rate of 3.15 percent and a yield-to-maturity of
6.04 percent. The debentures are convertible into approximately 3,969,600
shares of common stock and are callable by the Company, three years from the
date of issuance.  Net proceeds were $89.4 million, after issuance costs of
$2.9 million.  Issuance costs will be amortized, using the interest rate
method, over the life of the debentures.

                               












                                       9


<PAGE>10

 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                            OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:
- --------------------------

Revenues for the quarter and six month periods ended July 4, 1994 increased
34.1% and 32.3%, respectively, over the comparable periods a year ago,
increasing to $100.2 million and $191.2 million, respectively, compared to
$74.8 million and $144.5 million in 1993.  Strong growth in the Company's core
product lines propelled revenues beyond $100 million for the quarter, and led
to record earnings of $0.29 per share.  The Company significantly increased
revenues for its high-speed static RAM products and Data Communications
products.  Also contributing to increased revenues in 1994 was the addition of
the newly-formed Computation Products Division, mainly consisting of IC
Designs, Inc., which was acquired in October of 1993.

The Company's cost of revenues as a percentage of revenues for the quarter and
six month periods ended July 4, 1994 decreased to 55.6% and 55.9%,
respectively, in comparison with 60.5% and 60.1%, respectively, in the
comparable periods in 1993.  Cost savings from offshore operations continue to
lower assembly and test manufacturing costs.  Increased yields in the domestic
production wafer fabrication facilities have also reduced costs.

Research and development expenses were 13.6% and 13.7%, of revenues for the
quarter and six month periods ended July 4, 1994, versus 18.0% and 19.0% in the
comparable periods in 1993.  The decrease in R&D is attributed primarily to the
elimination of significant R&D spending on the Company's subsidiary, Ross
Technology, Inc.(Ross) and the Company's strategy to focus on its "Top Ten"
projects and hold R&D spending to a slower growth rate than revenue.  Ross was
subsequently sold at the end of the second quarter of 1993 to Fujitsu Limited. 

Marketing, general and administrative expenses have decreased to 12.8% and
13.5% of revenues for the quarter and six month periods ended July 4, 1994,
versus 15.6% and 15.5% in the comparable period in 1993.  Revenue growth and
cost control were the main factors attributing to decreased cost as a
percentage of revenues.

Operating income for the quarter and six month periods ended July 4, 1994 was
$18.1 million, or 18.0% of revenues, and $32.2 million, or 16.8% of revenues,
respectively.  This is an increase from the comparable periods in 1993 which
had $4.8 million, or 6.5% of revenues, and $8.3 million, or 5.8% of revenues,
respectively.  The increase in operating income is attributed to revenue growth
and improved margins resulting from the Company's cost reduction strategy.










                                       10


<PAGE>11

FACTORS AFFECTING FUTURE RESULTS:
- -----------------------------------

A number of uncertainties exist that could have an impact on the Company's
future, including general economic conditions, the rate of growth of the
networking, computer and telecommunications market, and the acceleration of new
product introductions.  The Company's products continue to experience increased
competition and as a result, are subject to decreases in average selling
prices. 

Typically, the Company requires new orders in a quarter to meet that quarter's
revenue plan.  In addition, the semiconductor industry is generally
characterized by a highly competitive, rapidly changing environment, where
results are often significantly impacted by the introduction of new products,
new manufacturing technologies, and rapid changes in the demand for products
which can lead to unpredictability in monthly revenues.  Due to the effect of
these forces on the Company's future operations, past performance should be
only one indicator of future performance and investors should not use
historical trends to anticipate results in future periods.

Current pending litigation and claims are set forth in Note 4 of the Notes to
Condensed Consolidated Financial Statements.  The Company will vigorously
defend itself in these matters and, subject to the inherent uncertainties of
litigation and based upon discovery completed to date, management believes that
the possibility of a material adverse impact on the Company's financial
position as a result of these matters is remote.  However, should the outcome
of any of the actions be unfavorable, the Company may be required to pay
damages and other expenses, which could have a material adverse effect on the
Company's financial position.  In addition, the Company could be required to
alter certain of its production processes or products as a result of these
matters.


LIQUIDITY AND CAPITAL RESOURCES:
- ---------------------------------

The Company's financial condition remained strong throughout the first half of
1994.  Cash, cash equivalents and short-term investments equalled $203.9
million at July 4, 1994, an increase of $123.3 million from the end of 1993.
The primary reason for the increase in cash was the $89.4 million net proceeds
received from the private placement of convertible subordinated notes.  The
Company also received $7.9 million for the sale of fab equipment in a sale-
leaseback transaction in May 1994.  The Company plans to continue using the
equipment by leasing the equipment back from the lender under an operating
lease.  A gain of $3.2 million was realized from this transaction which was
deferred and will be amortized over the life of the lease.  All proceeds will
be used for general corporate purposes, including expansion of the Company's
manufacturing capacity by adding a state-of-the-art wafer fabrication facility
at the same site as the current Cypress Minnesota plant in Bloomington,
Minnesota (Fab IV).  Purchases of capital assets for the remainder of 1994 are
expected to be approximately $100 million. 

The Company purchased $41.4 million in capital equipment during the first half  
of 1994.  A majority of the assets purchased will be used to increase capacity
in the Company's two domestic production wafer fabrication facilities.

                                     11


<PAGE>12
 
The Company also acquired CONTAQ Microsystems Inc. during the second quarter of
1994 for a net cash outlay of $1.0 million.  CONTAQ supplies chipsets to makers
of personal computers. 

The Company may continue its stock repurchase plan whereby shares may be
repurchased from time to time.  As of July 4, 1994, 4,773,000 shares have been
repurchased under the current plan and there are a total of 600,000 authorized
shares remaining to be purchased.  The Company will utilize a portion of the
repurchased shares for issuance in connection with the Company's stock
programs.

While the Company plans to fund working capital requirements through existing
capital resources and internally generated cash flow, the Company may, based
upon favorable market conditions, choose to raise additional capital through
the issuance of equity or debt securities of the Company or its subsidiaries. 
The Company may also from time to time consider using available funds to
acquire complementary technologies and businesses.







































                                      12


<PAGE>13


 
                          PART II - OTHER INFORMATION



ITEM 1.  The information required by this item is included in Part I in Note 4
of Notes to Condensed Consolidated Financial Statements.



ITEM 6:

  (a)  Exhibits - None

  (b)  Reports on Form 8-K - None  
                    











































                                      13


<PAGE>14


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    CYPRESS SEMICONDUCTOR CORPORATION


Date:     August 16, 1994           /s/  T.J. Rodgers
      -----------------------       ---------------------------------
                                    T.J. Rodgers
                                    President and Chief Executive
                                    Officer


                                    /s/  Emmanuel Hernandez
                                    ---------------------------------
                                    Emmanuel Hernandez
                                    Vice President, Finance and
                                    Administration and Chief Financial
                                    Officer

                   

























        


              
                                      14