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