ALTERA CORP
8-K, 1995-06-09
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                                 June 5 , 1995
                Date of Report (date of earliest event reported)


                               ALTERA CORPORATION
             (Exact name of Registrant as specified in its charter)


           California                      0-16617               77-0016691
 (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                              2610 Orchard Parkway
                               San Jose, CA 95134
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (408) 894-7000


                                 Not Applicable
         (Former name or former address, if changed since last report)

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Item 5.  Other Events.

         In a press release disseminated on June 5, 1995, the registrant
publicly announced that it intends, subject to market and other conditions, to
raise $150 million in a private placement of convertible subordinated notes to
certain institutional buyers and up to $172.5 million if an over-allotment
option to be granted to the initial purchasers were exercised in full.  A copy
of the press release is attached hereto and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         A copy of registrant's press release announcing a private placement of
convertible subordinated notes is attached hereto as an exhibit and
incorporated herein by reference.




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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: June 9, 1995

                                               Altera Corporation


                                               By: /s/ Martin R. Baker
                                                   -----------------------------
                                                   Martin R. Baker
                                                   Secretary





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                               INDEX TO EXHIBITS


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<CAPTION>
            EXHIBIT                       DESCRIPTION                      PAGE
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            <S>             <C>                                            <C>
            99.1            Press Release disseminated June 5, 1995
</TABLE>



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                                                                   EXHIBIT 99.1

EDITOR CONTACT:
Tom Nicoletti, Vice President - Finance
Altera Corporation
San Jose, CA
(408) 894-7000

                                                        FOR RELEASE JUNE 5, 1995


                     ALTERA ANNOUNCES PRIVATE PLACEMENT OF
                         CONVERTIBLE SUBORDINATE NOTES


San Jose, California, June 5, 1995 -- Altera Corporation (Nasdaq: ALTR)
announced today that it intends, subject to market and other conditions, to
raise $150 million in a private placement of convertible subordinated notes to
certain institutional buyers and up to $172.5 million if an over-allotment
option to be granted to the initial purchasers were exercised in full.

The securities to be offered will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered
or sold absent registration under the Securities Act of 1933 and applicable
state securities laws or available exemptions from registration requirements.

Altera Corporation, founded in 1983, is a leader in high-performance,
high-density programmable logic devices and associated software tools for logic
development.  Programmable logic devices are semiconductor chips that offer
on-site programmability to customers.  The chips are programmed with tools that
run on personal computers or engineering workstations.  User benefits include
ease of use, lower risk, and fast time-to-market.  The Company offers the
broadest line of CMOS programmable logic devices that address high-speed,
high-density, and lower power applications.  Altera products serve a broad
range of market areas, including communications, computers, and industrial
applications.  Altera Common Stock is traded on The Nasdaq Stock Market under
the symbol ALTR.

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