<PAGE>1 

As filed with the Securities and Exchange Commission on April 9, 1997 
                                              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                3901 North First Street              94-2885898
  (State of               San Jose, California 95134         (I.R.S. Employer
Incorporation)      (Address of principal executive offices)  Identification No.

                 
                               _______________

                AMENDED AND RESTATED 1994 STOCK OPTION 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:

John A. Fore, Esq.
Don S. Williams, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (415) 493-93













<PAGE>2

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

                        CALCULATION OF REGISTRATION FEE

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

                                                     Proposed
                                                     Maximum  
  Title of                        Proposed Maximum   Aggregate      Amount of
Securities to    Maximum Amount    Offering Price    Offering      Registration
be Registered   To be Registered      Shared(1)      Price(1)         Fee(2)
_______________________________________________________________________________

Common Stock, 
$.01 Par Value

--Amended and
Restated 1994
Stock Option 
Plan            3,649,567 shares      $11.875      $43,338,608.13    $13,132.91

TOTAL           3,649,567 shares                   $43,338,608.13    $13,132.91

===============================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the registration fee based upon the average of the high and low
    sale prices of the registrant's Common Stock as reported on the New York
    Stock Exchange on April 3, 1997.

(2) Amount of registration fee was calculated pursuant to Section 6(b) of the
    Securities Act of 1933, which provides that the fee shall be 1/33 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.

     The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Company") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 30, 1996, filed pursuant to Section 13 of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act").

        (b) 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 Exchange 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 COUNSEL.

Not applicable.


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.




                                     - 3 -




<PAGE>4

     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 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, partnership, 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.





                                     - 4 -




<PAGE>5

     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 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 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.


ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

  Not  applicable.


























                                     - 5 -




<PAGE>6

ITEM 8.  EXHIBITS.

       Exhibit
       Number
       ---------
       4.1*      Amended and Restated 1994 Stock Option Plan and form of
                 agreement thereunder.

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

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

       23.2      Consent of Counsel (contained in Exhibit 5.1).

       24.1      Power of Attorney (see p. 9).

_______________

*      Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended April 1, 1996 (File No. 1-10079) filed on May 16,
       1996.


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.

     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.






                                     - 6 -               




<PAGE>7

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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 of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 
          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 undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on April 8, 1997.


                                             CYPRESS SEMICONDUCTOR CORPORATION



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



































                                     - 8 -


                       
<PAGE>9
 
                                                                 EXHIBIT 25.1
                                                                 ------------

                               POWER OF ATTORNEY

     Each of the officers and directors of Cypress Semiconductor Corporation
whose signature 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


      SIGNATURE                          TITLE                         DATE
-----------------------    -----------------------------------    -------------

/s/ T.J. Rodgers           President, Chief Financial Officer     April 8, 1997
-----------------------    And Director
T.J. Rodgers               (Principal Executive Officer)


/s/ Emmanuel Hernandez     Chief Financial Officer, Vice          April 8, 1997
-----------------------    President, Finance and
Emmanuel Hernandez         Administration
                           (Principal Financial and Accounting
                           Officer)


/s/ Pierre Lamond          Director                               April 8, 1997
-----------------------
Pierre Lamond


/s/ John C. Lewis          Director                               April 8, 1997
-----------------------
John C. Lewis


/s/ Fred B. Bialek         Director                               April 8, 1997
-----------------------
Fred B. Bialek


/s/ Eric A. Benhamou       Director                               April 8, 1997
-----------------------
Eric A. Benhamou




                                     - 9 -




<PAGE>10

                                                                 EXHIBIT 24.1
                                                                 ------------   


                       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, 1997, except as to 
Note 8, which is as of February 25, 1997, appearing on page 40 of Cypress
Semiconductor Corporation's Annual Report on Form 10-K for the year ended
December 30, 1996.  We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 39 of this
Form 10-K.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
San Jose, California
April 9, 1997
[{"type": "S-8", "sequence": "1", "description": "FILING FOR REGISTRATION STATEMENT ON FORM S-8 FOR", "secsgml_size_bytes": 20517}]
{"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": "333-24831", "film-number": "97577249"}, "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 April 9, 1997 
                                              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                3901 North First Street              94-2885898
  (State of               San Jose, California 95134         (I.R.S. Employer
Incorporation)      (Address of principal executive offices)  Identification No.

                 
                               _______________

                AMENDED AND RESTATED 1994 STOCK OPTION 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:

John A. Fore, Esq.
Don S. Williams, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Telephone: (415) 493-93
2

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

                        CALCULATION OF REGISTRATION FEE

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

                                                     Proposed
                                                     Maximum  
  Title of                        Proposed Maximum   Aggregate      Amount of
Securities to    Maximum Amount    Offering Price    Offering      Registration
be Registered   To be Registered      Shared(1)      Price(1)         Fee(2)
_______________________________________________________________________________

Common Stock, 
$.01 Par Value

--Amended and
Restated 1994
Stock Option 
Plan            3,649,567 shares      $11.875      $43,338,608.13    $13,132.91

TOTAL           3,649,567 shares                   $43,338,608.13    $13,132.91

===============================================================================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
    calculating the registration fee based upon the average of the high and low
    sale prices of the registrant's Common Stock as reported on the New York
    Stock Exchange on April 3, 1997.

(2) Amount of registration fee was calculated pursuant to Section 6(b) of the
    Securities Act of 1933, which provides that the fee shall be 1/33 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.

     The following documents and information heretofore filed by Cypress
Semiconductor Corporation (the "Company") with the Securities and Exchange
Commission are hereby incorporated by reference in this registration statement:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 30, 1996, filed pursuant to Section 13 of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act").

        (b) 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 Exchange 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 COUNSEL.

Not applicable.

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.

                                     - 3 -
4

     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 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, partnership, 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.

                                     - 4 -
5

     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 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 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.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

  Not  applicable.

                                     - 5 -
6

ITEM 8.  EXHIBITS.

       Exhibit
       Number
       ---------
       4.1*      Amended and Restated 1994 Stock Option Plan and form of
                 agreement thereunder.

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

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

       23.2      Consent of Counsel (contained in Exhibit 5.1).

       24.1      Power of Attorney (see p. 9).

_______________

*      Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended April 1, 1996 (File No. 1-10079) filed on May 16,
       1996.

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.

     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.

                                     - 6 -
7

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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 of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 
          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 undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on April 8, 1997.

                                             CYPRESS SEMICONDUCTOR CORPORATION

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

                                     - 8 -
9
 
                                                                 EXHIBIT 25.1
                                                                 ------------

                               POWER OF ATTORNEY

     Each of the officers and directors of Cypress Semiconductor Corporation
whose signature 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

      SIGNATURE                          TITLE                         DATE
-----------------------    -----------------------------------    -------------

/s/ T.J. Rodgers           President, Chief Financial Officer     April 8, 1997
-----------------------    And Director
T.J. Rodgers               (Principal Executive Officer)

/s/ Emmanuel Hernandez     Chief Financial Officer, Vice          April 8, 1997
-----------------------    President, Finance and
Emmanuel Hernandez         Administration
                           (Principal Financial and Accounting
                           Officer)

/s/ Pierre Lamond          Director                               April 8, 1997
-----------------------
Pierre Lamond

/s/ John C. Lewis          Director                               April 8, 1997
-----------------------
John C. Lewis

/s/ Fred B. Bialek         Director                               April 8, 1997
-----------------------
Fred B. Bialek

/s/ Eric A. Benhamou       Director                               April 8, 1997
-----------------------
Eric A. Benhamou

                                     - 9 -
10

                                                                 EXHIBIT 24.1
                                                                 ------------   

                       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, 1997, except as to 
Note 8, which is as of February 25, 1997, appearing on page 40 of Cypress
Semiconductor Corporation's Annual Report on Form 10-K for the year ended
December 30, 1996.  We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 39 of this
Form 10-K.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
San Jose, California
April 9, 1997