<PAGE>1

             As filed with the Securities and Exchange Commission on May 8, 1995
                                                    Registration No. 33-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                 --------------

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

         Delaware                                        94-2885898
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             3901 North First Street
                            San Jose, California 95134
                     (Address of principal executive office
                     --------------------------------------

                     EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                            (Full title of the Plan)
                     --------------------------------------

                                  T.J. RODGERS
                                    President
                        CYPRESS SEMICONDUCTOR CORPORATION
                             3901 North First Street
                            San Jose, California 95134

                                 (408) 943-2600
            (Name, address and telephone number of agent for service)

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


                                   Copies to:

                            Marcia Kemp Sterling, Esq.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304
                          Telephone:   (415) 493-9300

                                    - 1 - 

<PAGE>2

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================

                                        Proposed       Proposed
                                        Maximum        Maximum
                         Maximum        Offering       Aggregate    Amount of
  Title of Securities    Amount to be   Price          Offering     Registration
   to be Registered      Registered     Per Share(1)   Price(1)     Fee(2)
- --------------------------------------------------------------------------------

Common Stock,
 $.01 Par Value

 - Employee Qualified Stock
   Purchase Plan         1,000,000 shs.   $24.49    $24,490,000.00   $8,444.89
     
TOTAL . . . . . . . .    1,000,000 shs.             $24,490,000.00   $8,444.89

================================================================================


(1)   Estimated in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee based on eighty five percent of the
      average of the high and low sale prices of the Company's Common Stock as
      reported on the New York Stock Exchange on May 2, 1995.

(2)   Amount of Registration Fee was calculated pursuant to Section 6(b) of the
      Securities Act of 1933, which states that the fee shall be "one-twenty
      ninth of one percentum of the maximum aggregate price at which such
      securities are proposed to be offered."


















                                    - 2 -


<PAGE>3

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

        1.  The Company's Annual Report on Form 10-K for the fiscal year ended
            January 2, 1995 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934, as amended (the "1934 Act").

        2.  The description of the Company's Common Stock contained in the
            Registration Statement on Form 8-A dated August 30, 1988, filed
            pursuant to Section 12 of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.


ITEM 4.  DESCRIPTION OF SECURITIES.


         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNCEL.


         Not applicable.











                                    - 3 -


<PAGE>4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


     Article 11 of the Company's Certificate of Incorporation provides that, to
the fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability (i) for any breach of their duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     Article VI of the Company's Bylaws provides that the Company (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, and (ii) may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was an employee or agent of the corporation, or
is or was serving at the request of the corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The Bylaws provide that
the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Article VI of the Company's Bylaws also provides that the Company (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the

                                    - 4 -


<PAGE>5

request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and (ii) may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the corporation, or is or was serving at the
request of the corporation as an employee or agent of another corporation, part-
nership, joint venture, trust or other enterprise against expenses (including
attorneys fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.

     The Bylaws also provide that, to the extent that a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection therewith
and to the extent that an employee or agent of the corporation has been success-
ful on the merits or otherwise in defense of any action, suit or proceeding
referred to above, or in defense of any claim, issue or matter therein, he may
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     The Company's Bylaws also permit the Company to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.  The Company currently maintains liability insurance for
its officers and directors.

     The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Certificate of Incorporation and Bylaws.  These agreements, among other things,
indemnify the Company's directors and officers for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.




                                    - 5 -


<PAGE>6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.


         Not applicable.



ITEM 8.   EXHIBITS.


          Exhibit
          Number
         ---------

          4.1        Employee Qualified Stock Purchase Plan and form of
                     agreement thereunder.

          5.1        Opinion of counsel as to legality of securities being
                     registered.

         24.1        Consent of Independent Accountants (see p. 10).

         24.2        Consent of Counsel (contained in Exhibit 5.1).

         25.1        Power of Attorney (see p. 9).


ITEM 9.  UNDERTAKINGS.


      (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                (i)   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any fact or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement;

              (iii)   To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.

                                    - 6 -


<PAGE>7

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in the post effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.










                                    - 7 -


<PAGE>8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cypress Semiconductor Corporation, a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of San Jose, State of California,
on this 5th day of May, 1995.

                                          CYPRESS SEMICONDUCTOR CORPORATION

                                          By: /s/  T.J. RODGERS
                                          ---------------------------------
                                          T.J. Rodgers, President,
                                          Chief Executive Officer and
                                          Director (Principal Executive
                                          Officer)
































                                    - 8 -


<PAGE>9
                                POWER OF ATTORNEY

     Each of the officers and directors of Cypress Semiconductor Corporation
whose signatures appears below hereby constitutes and appoints T.J. Rodgers and
Emmanuel Hernandez and each of them, their true and lawful attorneys-in-fact and
agents with full power of substitutions, each with the power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement, and to perform any acts necessary to be done in
order to file such amendment, and each of the undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or their or his substitutes,
shall do or cause to be done by virtue hereof.

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

        Signature                           Title                      Date
- ---------------------------  ------------------------------------  -------------

/s/  T.J. RODGERS            President, Chief Executive            May 5, 1995
- -------------------------    Officer and Director
T.J. Rodgers                 (Principal Executive Officer)


/s/  EMMANUEL HERNANDEZ      Chief Financial Officer,              May 5, 1995
- -------------------------    Vice President, Finance
Emmanuel Hernandez           and Administration (Principal
                             Financial and Accounting Officer)


/s/  PIERRE R. LAMOND        Director                              May 5, 1995
- -------------------------
Pierre R. Lamond



/s/  JOHN C. LEWIS           Director                              May 5, 1995
- -------------------------
John C. Lewis



/s/  FRED B. BIALEK          Director                              May 5, 1995
- ------------------------- 
Fred B. Bialek



/s/  ERIC A. BENHAMOU        Director                              May 5, 1995
- -------------------------
Eric A. Benhamou

                                    - 9 -

<PAGE>10

                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1995 appearing on page 26
of Cypress Semiconductor Corporation's Annual Report on Form 10-K for the year
ended January 2, 1995.  We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K.


/s/  PRICE WATERHOUSE LLP
- ---------------------------------
PRICE WATERHOUSE LLP
San Jose, CA
May 5, 1995
































                                    - 10 -
[{"type": "S-8", "sequence": "1", "description": "FILING OF REGISTRATION STATEMENT ON FORM S-8 FOR CYPRESS", "secsgml_size_bytes": 20299}]
{"company-data": {"conformed-name": "CYPRESS SEMICONDUCTOR CORP /DE/", "cik": "0000791915", "assigned-sic": "3674", "irs-number": "942885898", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59153", "film-number": "95535262"}, "business-address": {"street1": "3901 N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95118", "phone": "4089432975"}, "mail-address": {"street1": "3901 NORTH FIRST STREET", "city": "SAN JOSE", "state": "CA", "zip": "95118"}}
1

             As filed with the Securities and Exchange Commission on May 8, 1995
                                                    Registration No. 33-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                 --------------

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

         Delaware                                        94-2885898
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             3901 North First Street
                            San Jose, California 95134
                     (Address of principal executive office
                     --------------------------------------

                     EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                            (Full title of the Plan)
                     --------------------------------------

                                  T.J. RODGERS
                                    President
                        CYPRESS SEMICONDUCTOR CORPORATION
                             3901 North First Street
                            San Jose, California 95134

                                 (408) 943-2600
            (Name, address and telephone number of agent for service)

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

                                   Copies to:

                            Marcia Kemp Sterling, Esq.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304
                          Telephone:   (415) 493-9300

                                    - 1 -
2

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================

                                        Proposed       Proposed
                                        Maximum        Maximum
                         Maximum        Offering       Aggregate    Amount of
  Title of Securities    Amount to be   Price          Offering     Registration
   to be Registered      Registered     Per Share(1)   Price(1)     Fee(2)
- --------------------------------------------------------------------------------

Common Stock,
 $.01 Par Value

 - Employee Qualified Stock
   Purchase Plan         1,000,000 shs.   $24.49    $24,490,000.00   $8,444.89
     
TOTAL . . . . . . . .    1,000,000 shs.             $24,490,000.00   $8,444.89

================================================================================

(1)   Estimated in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee based on eighty five percent of the
      average of the high and low sale prices of the Company's Common Stock as
      reported on the New York Stock Exchange on May 2, 1995.

(2)   Amount of Registration Fee was calculated pursuant to Section 6(b) of the
      Securities Act of 1933, which states that the fee shall be "one-twenty
      ninth of one percentum of the maximum aggregate price at which such
      securities are proposed to be offered."

                                    - 2 -
3

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

        1.  The Company's Annual Report on Form 10-K for the fiscal year ended
            January 2, 1995 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934, as amended (the "1934 Act").

        2.  The description of the Company's Common Stock contained in the
            Registration Statement on Form 8-A dated August 30, 1988, filed
            pursuant to Section 12 of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNCEL.

         Not applicable.

                                    - 3 -
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 11 of the Company's Certificate of Incorporation provides that, to
the fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability (i) for any breach of their duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     Article VI of the Company's Bylaws provides that the Company (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, and (ii) may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was an employee or agent of the corporation, or
is or was serving at the request of the corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The Bylaws provide that
the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Article VI of the Company's Bylaws also provides that the Company (i) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the

                                    - 4 -
5

request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and (ii) may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was an employee or agent of the corporation, or is or was serving at the
request of the corporation as an employee or agent of another corporation, part-
nership, joint venture, trust or other enterprise against expenses (including
attorneys fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.

     The Bylaws also provide that, to the extent that a director or officer of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection therewith
and to the extent that an employee or agent of the corporation has been success-
ful on the merits or otherwise in defense of any action, suit or proceeding
referred to above, or in defense of any claim, issue or matter therein, he may
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     The Company's Bylaws also permit the Company to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.  The Company currently maintains liability insurance for
its officers and directors.

     The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Certificate of Incorporation and Bylaws.  These agreements, among other things,
indemnify the Company's directors and officers for certain expenses (including
attorney's fees), judgments, fines and settlement amounts incurred by any such
person in any action or proceeding, including any action by or in the right of
the Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.

                                    - 5 -
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

          Exhibit
          Number
         ---------

          4.1        Employee Qualified Stock Purchase Plan and form of
                     agreement thereunder.

          5.1        Opinion of counsel as to legality of securities being
                     registered.

         24.1        Consent of Independent Accountants (see p. 10).

         24.2        Consent of Counsel (contained in Exhibit 5.1).

         25.1        Power of Attorney (see p. 9).

ITEM 9.  UNDERTAKINGS.

      (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                (i)   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any fact or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement;

              (iii)   To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement.

                                    - 6 -
7

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in the post effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                    - 7 -
8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cypress Semiconductor Corporation, a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of San Jose, State of California,
on this 5th day of May, 1995.

                                          CYPRESS SEMICONDUCTOR CORPORATION

                                          By: /s/  T.J. RODGERS
                                          ---------------------------------
                                          T.J. Rodgers, President,
                                          Chief Executive Officer and
                                          Director (Principal Executive
                                          Officer)

                                    - 8 -
9
                                POWER OF ATTORNEY

     Each of the officers and directors of Cypress Semiconductor Corporation
whose signatures appears below hereby constitutes and appoints T.J. Rodgers and
Emmanuel Hernandez and each of them, their true and lawful attorneys-in-fact and
agents with full power of substitutions, each with the power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement, and to perform any acts necessary to be done in
order to file such amendment, and each of the undersigned does hereby ratify and
confirm all that said attorneys-in-fact and agents, or their or his substitutes,
shall do or cause to be done by virtue hereof.

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

        Signature                           Title                      Date
- ---------------------------  ------------------------------------  -------------

/s/  T.J. RODGERS            President, Chief Executive            May 5, 1995
- -------------------------    Officer and Director
T.J. Rodgers                 (Principal Executive Officer)

/s/  EMMANUEL HERNANDEZ      Chief Financial Officer,              May 5, 1995
- -------------------------    Vice President, Finance
Emmanuel Hernandez           and Administration (Principal
                             Financial and Accounting Officer)

/s/  PIERRE R. LAMOND        Director                              May 5, 1995
- -------------------------
Pierre R. Lamond

/s/  JOHN C. LEWIS           Director                              May 5, 1995
- -------------------------
John C. Lewis

/s/  FRED B. BIALEK          Director                              May 5, 1995
- ------------------------- 
Fred B. Bialek

/s/  ERIC A. BENHAMOU        Director                              May 5, 1995
- -------------------------
Eric A. Benhamou

                                    - 9 -
10

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1995 appearing on page 26
of Cypress Semiconductor Corporation's Annual Report on Form 10-K for the year
ended January 2, 1995.  We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page F-1 of such
Annual Report on Form 10-K.

/s/  PRICE WATERHOUSE LLP
- ---------------------------------
PRICE WATERHOUSE LLP
San Jose, CA
May 5, 1995

                                    - 10 -