content: As filed with the Securities and Exchange Commission on April 21, 2003
                                                            Registration No. 333-
  ================================================================================
                  UNITED STATES 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 or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                           Identification Number)
  
                               3901 North First Street
                               San Jose, CA 95134-1599
                                   (408) 943-2600
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
                               -----------------------
  
                               1994 STOCK OPTION PLAN
                       EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                              (Full title of the plans)
                               -----------------------
  
                                    T. J. Rodgers
                        President and Chief Executive Officer
                          Cypress Semiconductor Corporation
                               3901 North First Street
                               San Jose, CA 95134-1599
                                   (408) 943-2600
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                               -----------------------
  
                                     Copies to:
                                  Larry W. Sonsini
                                    John A. Fore
                       Wilson Sonsini Goodrich & Rosati, P.C.
                                 650 Page Mill Road
                          Palo Alto, California 94304-1050
                               -----------------------
  
  <TABLE>
  <CAPTION>
                                                     CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                                             Proposed Maximum      Proposed Maximum       Amount of
                Title of Securities to                   Amount to be       Offering Price Per    Aggregate Offering    Registration
                    be Registered                       Registered(1)           Share (2)              Price(2)          Fee (2)(3)
  ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                                      <C>                    <C>                 <C>                  <C>
  Common Stock, $0.01 par value, to be issued pursuant
  to the terms of the:
      Cypress Semiconductor Corporation 1994 Stock
      Option Plan ...............................          5,568,435              $8.25               $45,939,589          $3,717
      Cypress Semiconductor Corporation Employee
      Qualified Stock Purchase Plan .............          1,856,145              $8.25               $15,313,196          $1,239
  
      Total .....................................          7,424,580                --                $61,252,785          $4,956
  ====================================================================================================================================
  </TABLE>
  
  (1)      This Registration Statement shall also cover any additional shares of
           Registrant's Common Stock that become issuable under the 1994 Stock
           Option Plan or the Employee Qualified Stock Purchase Plan, each
           described herein (collectively the "Plans"), by reason of any stock
           dividend, stock split, recapitalization or any other similar
           transaction effected without the Registrant's receipt of consideration
           that results in an increase in the number of the Registrant's
           outstanding shares of Common Stock.
  
  (2)      Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the
           Securities Act of 1933, as amended, 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 17, 2003.
  
  (3)      The amount of the registration fee was calculated pursuant to Section
           6(b) of the Securities Act, which provides that the fee shall be
           .0000809 multiplied by the maximum aggregate price at which such
           securities are proposed to be offered.
  ================================================================================
  <PAGE>
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents and information previously filed by Cypress
  Semiconductor Corporation (the "Registrant") with the Securities and Exchange
  Commission are hereby incorporated by reference in this registration statement:
  
           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 29, 2002, filed on March 28, 2003, pursuant to
               Section 13 of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"); and
  
           (b) The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A dated August 30,
               1988 filed pursuant to Section 12(b) of the Exchange Act, including
               any amendment or report filed for the purpose of updating any such
               description.
  
           All documents filed by the Registrant 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.
  
           Any statement contained in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any subsequently filed document which also is, or is
  deemed to be, incorporated by reference herein, modified or supersedes such
  statement. Except as so modified or superseded, such statement shall not be
  deemed to constitute a part of this registration statement.
  
  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 10 of the Registrant's Second Restated Certificate of
  Incorporation provides that, to the fullest extent permitted by the Delaware
  General Corporation Law, as the same now exists or may hereafter be amended, a
  director shall not be personally liable to the Registrant or its stockholders
  for monetary damages for breach of fiduciary duty as a director and that the
  Registrant is authorized to provide indemnification of (and advancement of
  expenses to) directors, officers, employees and other agents of the Corporation
  in excess of the indemnification and advancement otherwise permitted by Section
  145 of the Delaware General Corporation Law, subject only to statutory and
  non-statutory limits created by applicable Delaware law with respect to actions
  for breach of duty to a corporation, its stockholders and others. The Delaware
  General Corporation 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
  
  <PAGE>
  
  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 Registrant's Bylaws provides that the Registrant (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 Registrant) by reason of the fact that he is or was a
  director or officer of the Registrant, or is or was serving at the request of
  the Registrant 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
  Registrant) by reason of the fact that he is or was an employee or agent of the
  Registrant, or is or was serving at the request of the Registrant 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
  Registrant, 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 Registrant, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           Article VI of the Registrant's Bylaws also provides that the Registrant
  (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 Registrant to procure a judgment in its favor by reason of the fact
  that he is or was a director or officer of the Registrant, or is or was serving
  at the request of the Registrant 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
  Registrant to procure a judgment in its favor by reason of the fact that he is
  or was an employee or agent of the Registrant, or is or was serving at the
  request of the Registrant 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 Registrant 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 Registrant 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 Registrant's Bylaws also provide that, to the extent that a
  director or officer of the Registrant 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
  Registrant 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.
  
                                        -2-
  <PAGE>
  
           The Registrant's Bylaws also permit the Registrant to secure insurance
  on behalf of any officer, director, employee or agent of the Registrant for any
  liability arising out of his or her actions in such capacity, regardless of
  whether the Bylaws would permit indemnification. The Registrant currently
  maintains liability insurance for its officers and directors.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
  Exhibit
  Number                             Description
  -------   ----------------------------------------------------------------------
    5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
   10.1     1994 Stock Option Plan, as amended.(1)
   10.2     Employee Qualified Stock Purchase Plan, as amended.(2)
   23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.
   23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
            (contained in Exhibit 5.1).
   24.1     Power of attorney (contained on signature pages of this registration
            statement).
  
           (1) Incorporated by reference from the Registrant's Annual Report on
  Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
  on March 28, 2000.
  
           (2) Incorporated by reference from the Registrant's registration
  statement on Form S-8, dated December 10, 1998 (Commission file number
  333-68703).
  
  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 facts 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; and (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 a 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 the registration statement.
  
               (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-
  <PAGE>
  
               (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 (and, where
               applicable, each filing of an employee benefit plan's annual report
               pursuant to 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 forgoing
               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 of
               whether such indemnification by it is against public policy as
               expressed in the Securities Act of 1933 and will be governed by the
               final adjudication of such issue.
  
                                        -4-
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 this 21st day of
  April 2003.
  
                                          CYPRESS SEMICONDUCTOR CORPORATION
  
                                          By: /s/ T.J. Rodgers
                                             -----------------------------
                                             T. J. Rodgers
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints T. J. Rodgers and Emmanuel Hernandez, and
  each of them, his attorney-in-fact, with full power of substitution in each, for
  him in any and all capacities to sign any amendments to this registration
  statement on Form S-8, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Commission, hereby ratifying and
  confirming all that said attorney-in-fact, or his substitutes, may 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.
  
  <TABLE>
  <CAPTION>
          Signature                               Title                           Date
          ---------                               -----                           ----
  
  <S>                            <c>                                          <C>
     /s/ T.J. Rodgers            President, Chief Executive Officer and       April 21, 2003
  ----------------------------   Director (Principal Executive Officer)
         T. J. Rodgers
  
                                  Chief Financial Officer, Vice President,    April 21, 2003
     /s/ Emmanuel Hernandez      Finance and Administration, and Secretary
  ----------------------------   (Principal Financial & Accounting Officer)
         Emmanuel Hernandez
  
     /s/ Eric A. Benhamou                   Chairman of the Board             April 21, 2003
  ----------------------------
         Eric A. Benhamou
  
     /s/ W. Steve Albrecht                        Director                    April 21, 2003
  ---------------------------
         W. Steve Albrecht
  
     /s/ Fred B. Bialek                           Director                    April 21, 2003
  ----------------------------
         Fred B. Bialek
  </TABLE>
  
                                        -5-
  <PAGE>
  
  <TABLE>
  <CAPTION>
          Signature                               Title                           Date
          ---------                               -----                           ----
  
  <S>                                             <c>                         <C>
     /s/ John C. Lewis                            Director                    April 21, 2003
  ----------------------------
         John C. Lewis
  
     /s/ James R. Long                            Director                    April 21, 2003
  ----------------------------
         James R. Long
  
     /s/ Alan F. Shugart                          Director                    April 21, 2003
  ----------------------------
         Alan F. Shugart
  </TABLE>
  
                                        -6-
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number                             Description
  -------   ----------------------------------------------------------------------
    5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
   10.1     1994 Stock Option Plan, as amended.(1)
   10.2     Employee Qualified Stock Purchase Plan, as amended.(2)
   23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.
   23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
            (contained in Exhibit 5.1).
   24.1     Power of attorney (contained on signature pages of this registration
            statement).
  
           (1) Incorporated by reference from the Registrant's Annual Report on
  Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
  on March 28, 2000.
  
           (2) Incorporated by reference from the Registrant's registration
  statement on Form S-8, dated December 10, 1998 (Commission file number
  333-68703).
  
  
                                        -7-
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metadata_filer: {"company-data": {"conformed-name": "CYPRESS SEMICONDUCTOR CORP /DE/", "cik": "0000791915", "assigned-sic": "3674", "irs-number": "942885898", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104672", "film-number": "03658254"}, "business-address": {"street1": "3901 N FIRST ST", "city": "SAN JOSE", "state": "CA", "zip": "95134-1599", "phone": "4089432600"}, "mail-address": {"street1": "3901 NORTH FIRST STREET", "city": "SAN JOSE", "state": "CA", "zip": "95134-1599"}}
text: As filed with the Securities and Exchange Commission on April 21, 2003
                                                            Registration No. 333-
  ================================================================================
                  UNITED STATES 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 or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                           Identification Number)
  
                               3901 North First Street
                               San Jose, CA 95134-1599
                                   (408) 943-2600
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
                               -----------------------
  
                               1994 STOCK OPTION PLAN
                       EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
                              (Full title of the plans)
                               -----------------------
  
                                    T. J. Rodgers
                        President and Chief Executive Officer
                          Cypress Semiconductor Corporation
                               3901 North First Street
                               San Jose, CA 95134-1599
                                   (408) 943-2600
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                               -----------------------
  
                                     Copies to:
                                  Larry W. Sonsini
                                    John A. Fore
                       Wilson Sonsini Goodrich & Rosati, P.C.
                                 650 Page Mill Road
                          Palo Alto, California 94304-1050
                               -----------------------
  CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                                             Proposed Maximum      Proposed Maximum       Amount of
                Title of Securities to                   Amount to be       Offering Price Per    Aggregate Offering    Registration
                    be Registered                       Registered(1)           Share (2)              Price(2)          Fee (2)(3)
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value, to be issued pursuant
  to the terms of the:
      Cypress Semiconductor Corporation 1994 Stock
      Option Plan ...............................          5,568,435              $8.25               $45,939,589          $3,717
      Cypress Semiconductor Corporation Employee
      Qualified Stock Purchase Plan .............          1,856,145              $8.25               $15,313,196          $1,239
  
      Total .....................................          7,424,580                --                $61,252,785          $4,956
  ====================================================================================================================================
  (1)      This Registration Statement shall also cover any additional shares of
           Registrant's Common Stock that become issuable under the 1994 Stock
           Option Plan or the Employee Qualified Stock Purchase Plan, each
           described herein (collectively the "Plans"), by reason of any stock
           dividend, stock split, recapitalization or any other similar
           transaction effected without the Registrant's receipt of consideration
           that results in an increase in the number of the Registrant's
           outstanding shares of Common Stock.
  
  (2)      Estimated in accordance with paragraphs (c) and (h) of Rule 457 of the
           Securities Act of 1933, as amended, 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 17, 2003.
  
  (3)      The amount of the registration fee was calculated pursuant to Section
           6(b) of the Securities Act, which provides that the fee shall be
           .0000809 multiplied by the maximum aggregate price at which such
           securities are proposed to be offered.
  ================================================================================
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents and information previously filed by Cypress
  Semiconductor Corporation (the "Registrant") with the Securities and Exchange
  Commission are hereby incorporated by reference in this registration statement:
  
           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 29, 2002, filed on March 28, 2003, pursuant to
               Section 13 of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"); and
  
           (b) The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A dated August 30,
               1988 filed pursuant to Section 12(b) of the Exchange Act, including
               any amendment or report filed for the purpose of updating any such
               description.
  
           All documents filed by the Registrant 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.
  
           Any statement contained in any document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any subsequently filed document which also is, or is
  deemed to be, incorporated by reference herein, modified or supersedes such
  statement. Except as so modified or superseded, such statement shall not be
  deemed to constitute a part of this registration statement.
  
  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 10 of the Registrant's Second Restated Certificate of
  Incorporation provides that, to the fullest extent permitted by the Delaware
  General Corporation Law, as the same now exists or may hereafter be amended, a
  director shall not be personally liable to the Registrant or its stockholders
  for monetary damages for breach of fiduciary duty as a director and that the
  Registrant is authorized to provide indemnification of (and advancement of
  expenses to) directors, officers, employees and other agents of the Corporation
  in excess of the indemnification and advancement otherwise permitted by Section
  145 of the Delaware General Corporation Law, subject only to statutory and
  non-statutory limits created by applicable Delaware law with respect to actions
  for breach of duty to a corporation, its stockholders and others. The Delaware
  General Corporation 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 Registrant's Bylaws provides that the Registrant (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 Registrant) by reason of the fact that he is or was a
  director or officer of the Registrant, or is or was serving at the request of
  the Registrant 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
  Registrant) by reason of the fact that he is or was an employee or agent of the
  Registrant, or is or was serving at the request of the Registrant 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
  Registrant, 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 Registrant, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           Article VI of the Registrant's Bylaws also provides that the Registrant
  (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 Registrant to procure a judgment in its favor by reason of the fact
  that he is or was a director or officer of the Registrant, or is or was serving
  at the request of the Registrant 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
  Registrant to procure a judgment in its favor by reason of the fact that he is
  or was an employee or agent of the Registrant, or is or was serving at the
  request of the Registrant 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 Registrant 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 Registrant 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 Registrant's Bylaws also provide that, to the extent that a
  director or officer of the Registrant 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
  Registrant 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.
  
                                        -2-
  The Registrant's Bylaws also permit the Registrant to secure insurance
  on behalf of any officer, director, employee or agent of the Registrant for any
  liability arising out of his or her actions in such capacity, regardless of
  whether the Bylaws would permit indemnification. The Registrant currently
  maintains liability insurance for its officers and directors.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
  Exhibit
  Number                             Description
  -------   ----------------------------------------------------------------------
    5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
   10.1     1994 Stock Option Plan, as amended.(1)
   10.2     Employee Qualified Stock Purchase Plan, as amended.(2)
   23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.
   23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
            (contained in Exhibit 5.1).
   24.1     Power of attorney (contained on signature pages of this registration
            statement).
  
           (1) Incorporated by reference from the Registrant's Annual Report on
  Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
  on March 28, 2000.
  
           (2) Incorporated by reference from the Registrant's registration
  statement on Form S-8, dated December 10, 1998 (Commission file number
  333-68703).
  
  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 facts 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; and (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 a 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 the registration statement.
  
               (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-
  (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 (and, where
               applicable, each filing of an employee benefit plan's annual report
               pursuant to 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 forgoing
               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 of
               whether such indemnification by it is against public policy as
               expressed in the Securities Act of 1933 and will be governed by the
               final adjudication of such issue.
  
                                        -4-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 this 21st day of
  April 2003.
  
                                          CYPRESS SEMICONDUCTOR CORPORATION
  
                                          By: /s/ T.J. Rodgers
                                             -----------------------------
                                             T. J. Rodgers
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints T. J. Rodgers and Emmanuel Hernandez, and
  each of them, his attorney-in-fact, with full power of substitution in each, for
  him in any and all capacities to sign any amendments to this registration
  statement on Form S-8, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Commission, hereby ratifying and
  confirming all that said attorney-in-fact, or his substitutes, may 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 Executive Officer and       April 21, 2003
  ----------------------------   Director (Principal Executive Officer)
         T. J. Rodgers
  
                                  Chief Financial Officer, Vice President,    April 21, 2003
     /s/ Emmanuel Hernandez      Finance and Administration, and Secretary
  ----------------------------   (Principal Financial & Accounting Officer)
         Emmanuel Hernandez
  
     /s/ Eric A. Benhamou                   Chairman of the Board             April 21, 2003
  ----------------------------
         Eric A. Benhamou
  
     /s/ W. Steve Albrecht                        Director                    April 21, 2003
  ---------------------------
         W. Steve Albrecht
  
     /s/ Fred B. Bialek                           Director                    April 21, 2003
  ----------------------------
         Fred B. Bialek
  -5-
  Signature                               Title                           Date
          ---------                               -----                           ----
  /s/ John C. Lewis                            Director                    April 21, 2003
  ----------------------------
         John C. Lewis
  
     /s/ James R. Long                            Director                    April 21, 2003
  ----------------------------
         James R. Long
  
     /s/ Alan F. Shugart                          Director                    April 21, 2003
  ----------------------------
         Alan F. Shugart
  -6-
  INDEX TO EXHIBITS
  
  Exhibit
  Number                             Description
  -------   ----------------------------------------------------------------------
    5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
   10.1     1994 Stock Option Plan, as amended.(1)
   10.2     Employee Qualified Stock Purchase Plan, as amended.(2)
   23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.
   23.2     Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
            (contained in Exhibit 5.1).
   24.1     Power of attorney (contained on signature pages of this registration
            statement).
  
           (1) Incorporated by reference from the Registrant's Annual Report on
  Form 10-K for the fiscal year ended January 2, 2000, filed with the Commission
  on March 28, 2000.
  
           (2) Incorporated by reference from the Registrant's registration
  statement on Form S-8, dated December 10, 1998 (Commission file number
  333-68703).
  
                                        -7-