Cypress Semiconductor Corporation
                            3901 North First Street
                          San Jose, California 95134

                                April 22, 2004

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

         RE: CYPRESS SEMICONDUCTOR CORPORATION - REGISTRATION STATEMENT ON FORM
             S-3 (NO. 333-111381)

Ladies and Gentlemen:

       Cypress Semiconductor Corporation (the "Company"), pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended, hereby requests that
the Securities and Exchange Commission consent to the withdrawal of the
Company's Registration Statement on Form S-3 (File No. 333-111381), together
with all amendments and exhibits thereto (the "Registration Statement").  The
Company does not intend to register for resale the shares of common stock
contemplated in the Registration Statement because it has allowed the agreements
to lapse that gave rise to the obligation to issue and register for resale the
shares of common stock. No shares of common stock of the Company have been or
will be issued or sold under the Registration Statement.

       Please forward copies of the Order Consenting to the Withdrawal of the
Registration Statement to the undersigned via facsimile at (408) 943-4730, and
via mail to Emmanuel T. Hernandez at the address for the Company provided above,
and to Kathleen Rothman, Esq. at Wilson Sonsini Goodrich & Rosati, Professional
Corporation, at 650 Page Mill Road, Palo Alto, California 94304.

       If you have any questions or comments or require further information or
documentation, please do not hesitate to call the undersigned at (408) 943-2600
or Kathleen Rothman, Esq. at (650) 493-9300.

                                Sincerely,

                                /s/ Emmanuel T. Hernandez
                                Emmanuel T. Hernandez
                                Chief Financial Officer and Executive Vice
                                President Finance and Administration