e424b3
 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-106667

PROSPECTUS SUPPLEMENT DATED AUGUST 11, 2004
(To Prospectus Dated September 10, 2003)

CYPRESS SEMICONDUCTOR CORPORATION

$600,000,000
(aggregate principal amount)

1.25% Convertible Subordinated Plus Cash NotesSM due June 15, 2008 and
the Common Stock Issuable Upon Conversion of the Notes

     This Prospectus Supplement, together with the Prospectus listed above, is to be used by certain holders of the above-referenced securities or by their transferees, pledgees, donees or their successors in connection with the offer and sale of the above referenced securities.

     The table captioned “Selling Securityholders” commencing on page 40 of the Prospectus is hereby amended to reflect the following additions and changes:

                                 
    Principal Amount at                
    Maturity of Notes           Number of Shares of   Percentage of
    Beneficially Owned   Percentage of Notes   Common Stock That   Common Stock
Name
   That May Be Sold
   Outstanding
   May Be Sold(1)
   Outstanding(2)
ING Convertible Fund
     1,000,000       *       55,172       *  
ING VP Convertible Portfolio
     20,000       *       1,103       *  

*   Less than 1%
 
(1)   Assumes conversion of all of the holder’s notes at a conversion rate of approximately 55.172 shares of our common stock for each $1,000 principal amount of notes and that we pay the $300 in cash rather than stock. However, this conversion rate will be subject to adjustment as described under “Description of Notes — Conversion of the Notes.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
 
(2)   Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 125,302,957 shares of common stock outstanding as of August 2, 2004. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes.