CIRRUS LOGIC INC, S-1/A, 1997-06-17

CIRRUS LOGIC INC
S-1/A, 1997-06-17
SEMICONDUCTORS & RELATED DEVICES

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As filed with the Securities and Exchange Commission on June 12, 1997
REGISTRATION NO. 333-23553
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT No. 1
TO
FORM S-1

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)

CALIFORNIA 77-0024818
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3100 West Warren Avenue
Fremont, California 94538
(510) 623-8300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Robert F. Donohue
Vice President, Chief Legal Officer
General Counsel and Secretary
CIRRUS LOGIC, INC.
3100 West Warren Avenue
Fremont, California 94538
(510) 623-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Arthur Schneiderman
Michael Danaher
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ______

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed Proposed
maximum maximum maximum
offering offering aggregate Amount of Amount of
Title of each class of amount to be price per offering offering registration
securities to be registered registered unit price (1) price fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
6% Convertible Subordinated $ 280,725,000 100% $ 280,725,00 $ 280,725,000 $ 85,068.1
Notes due December 15, 2003 . .
- --------------------------------------------------------------------------------------------------------------
Common Stock, no par 11,591,219
value . . . . . . . . . . . . . shares (2) - - - -
===============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(i) of the Securities Act of 1933, as amended.
(2) Such number represents the number of shares of Common Stock as are
initially issuable upon conversion of the 6% Convertible Subordinated
Notes due December 15, 2003 registered hereby and, pursuant to Rule 416
under the Securities Act of 1933, as amended, such indeterminate number
of shares of Common Stock as shall be required for issuance upon
conversion of the Notes being registered hereunder. Pursuant to
Rule 457(i), no registration fee is required.

--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>

PROSPECTUS

Subject to Completion, Dated June 12, 1997
Cirrus Logic, Inc.
U.S. $280,725,000
6% Convertible Subordinated Notes due December 15, 2003
and
Shares of Common Stock
Issuable Upon Conversion Thereof

------------------------------------

This Prospectus relates to $280,725,000 aggregate principal amount of
6% Convertible Subordinated Notes due December 15, 2003 (the "Notes") of
Cirrus Logic, Inc. (the "Company") sold otherwise than in reliance on
Regulation S (the "Registrable Notes") under the Securities Act of 1933, as
amended (the "Securities Act"), and the shares of Common Stock, no par value
of the Company, ("Common Stock") issuable upon the conversion of the
Registrable Notes (the "Conversion Shares"). The Registrable Notes
registered hereby were issued and sold on December 12, 1996 (the "Original
Offering") in transactions exempt from the registration requirements of the
Securities Act, to persons reasonably believed by Goldman, Sachs & Co.,
Salomon Brothers Inc, J.P. Morgan Securities Inc., and Robertson, Stevens &
Company LLC, as the initial purchasers (the "Initial Purchasers") of the
Registrable Notes, to be "qualified institutional buyers" (as defined by
Rule 144A under the Securities Act) or other institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D
of the Securities Act). An additional $19,275,000 aggregate amount of Notes
were issued by the Company in the Original Offering and sold by the Initial
Purchasers in compliance with the provisions of Regulation S under the
Securities Act. The Registrable Notes and the Common Stock issuable upon
conversion thereof may be offered and sold from time to time by the holders
named herein or by their transferees, pledgees, donees or their successors
(collectively, the "Selling Securityholders") pursuant to this Prospectus.
The Registration Statement of which this Prospectus is a part has been filed
with the Securities and Exchange Commission pursuant to a registration
rights agreement dated as of December 12, 1996 (the "Registration
Agreement") between the Company and the Initial Purchasers, entered into in
connection with the Original Offering.

The Registrable Notes are convertible at the option of the holder
into shares of Common Stock of the Company (at any time on or after March
18, 1997 and prior to redemption or maturity, at a conversion rate of
41.2903 shares per $1,000 principal amount of Registrable Notes), subject to
adjustment under certain circumstances. Interest on the Registrable Notes
is payable semi-annually in arrears on June 15 and December 15 of each year,
commencing on June 15, 1997. On June 10, 1997, the closing price of the
Common Stock, which is quoted on the Nasdaq National Market under the symbol
"CRUS," was $11.25 per share.

---------------------------

THE NOTES AND THE COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK.

SEE "RISK FACTORS."
-----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS ____________, 1997

The Registrable Notes are unsecured general obligations of the
Company and are subordinated in right of payment to all existing and future
Senior Indebtedness (as defined in the Indenture). See "Description of the
Notes--Subordination." The Registrable Notes will mature on December 15,
2003, and may be redeemed, at the option of the Company, in whole or in
part, at any time on or after December 16, 1999 at the redemption prices set
forth herein plus accrued interest. Each holder of Registrable Notes will
have the right to cause the Company to repurchase all of such holder's
Registrable Notes, payable in cash or, at the Company's option, in Common
Stock, in the event the Common Stock is no longer publicly traded or in
certain circumstances involving a Change of Control (as defined in the
Indenture).

The Registrable Notes and the Conversion Shares may be offered by the
Selling Securityholders from time to time in transactions (which may include
block transactions in the case of the Conversion Shares) on any exchange or
market on which such securities are listed or quoted, as applicable, in
negotiated transactions, through a combination of such methods of sale, or
otherwise, at fixed prices that may be changed, at market prices prevailing
at the time of sale, at prices related to prevailing market prices or at
negotiated prices. The Selling Securityholders may effect such transactions
by selling the Registrable Notes or Conversion Shares directly or to or
through broker-dealers, who may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders
and/or the purchasers of the Registrable Notes or Conversion Shares for whom
such broker-dealers may act as agents or to whom they may sell as
principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). The Company will not receive
any of the proceeds from the sale of the Registrable Notes or Conversion
Shares by the Selling Securityholders. The Company has agreed to pay all
expenses incident to the offer and sale of the Registrable Notes and
Conversion Shares offered by the Selling Securityholders hereby, except that
the Selling Securityholders will pay all underwriting discounts and selling
commissions, if any. See "Plan of Distribution."

The Registrable Notes have been designated for trading on the PORTAL
Market. Registrable Notes sold pursuant to this Prospectus are not eligible
for trading on the PORTAL Market.

The Selling Securityholders will receive all of the net proceeds from
the sale of the Registrable Notes and the Common Stock issuable upon
conversion of the Registrable Notes and will pay all underwriting discounts
and selling commissions, if any, applicable to the sale of the Registrable
Notes and the Common Stock issuable upon conversion of the Registrable
Notes. The Company is responsible for payment of all other expenses
incident to the offer and sale of the Registrable Notes and the Common
Stock issuable upon conversion of the Registrable Notes.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements, and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements, and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the regional offices of the
Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such reports, proxy statements and other
information can also be inspected at the offices of the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
The Commission maintains a World Wide Web site that contains reports, proxy
and information statements, and other information that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval System. This
Web site can be accessed at http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on
Form S-1 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the
Registrable Notes and Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company, the Registrable Notes and the
Common Stock, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference. Copies of
the Registration Statement, including all exhibits thereto, may be obtained
from the Commission's principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission, or may be examined without charge at
the offices of the Commission described above.

Cirrus Logic(R) and the Cirrus Logic logo are registered trademarks
of the Company. Crystal Semiconductor(TM) and SmartAnalog(TM) are
trademarks of Crystal Semiconductor Corporation. This Prospectus also
uses trademarks of companies other than the Company and its
subsidiaries.

SUMMARY

The following summary information is qualified in its entirety by the
detailed information and financial information incorporated by reference
herein appearing elsewhere in this Prospectus. This Prospectus contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. When used in this
Prospectus, the words "believes," "intends," "anticipates" and similar
expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Such risks and
uncertainties include the timing and acceptance of new product
introductions, the actions of the Company's competitors and business
partners, and those discussed under the caption "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results
of Operations," and "Business."

THE COMPANY

Cirrus Logic, Inc., ("Cirrus Logic" or the "Company") is a leading
manufacturer of integrated circuits ("ICs") for the personal computer,
consumer and industrial markets. The Company has developed a broad
portfolio of products and technologies for multimedia, including graphics,
video and audio; mass storage, including magnetic hard disk and CD-ROM;
communications over local and wide area networks; and advanced
mixed-signal applications.

Cirrus Logic was incorporated under the laws of California on
February 3, 1984, as the successor to a research corporation which had been
incorporated in Utah in 1981. The Company's principal executive offices are
located at 3100 West Warren Avenue, Fremont, California 94538 and its
telephone number is (510) 623-8300.

THE OFFERING

Securities Offered . . . . . $280,725,000 aggregate principal amount
of 6% Convertible Subordinated Notes
due December 15, 2003, issued under an
indenture (the "Indenture") between the
Company and State Street Bank and Trust
Company as Trustee ("Trustee") and
Common Stock issuable upon conversion
thereof.

Issuer . . . . . . . . . . . Cirrus Logic, Inc., a California
corporation.

Interest Payment Date. . . . Interest on the Registrable Notes is
payable semiannually on June 15 and
December 15 of each year, commencing
June 15, 1997.

Conversion Rate. . . . . . . 41.2903 shares per U.S. $1,000
principal amount of Registrable Notes
(equivalent to a conversion price of
approximately U.S. $24.219 per share),
subject to adjustment.

Conversion Rights. . . . . . The Registrable Notes are convertible
at any time on or after March 18, 1997
and prior to the close of business on
the maturity date, unless previously
redeemed or repurchased, at the
conversion rate set forth above.
Holders of Registrable Notes called for
redemption or repurchase will be
entitled to convert the Registrable
Notes up to, but not including or
after, the date fixed for redemption or
repurchase, as the case may be. See
"Description of Registrable Notes --
Conversion Rights."

Subordination. . . . . . . . The Registrable Notes are subordinated
in right of payment to all existing and
future Senior Indebtedness (as defined)
of the Company and effectively
subordinated to all liabilities of the
Company's subsidiaries. As of March 29,
1997, the Company had approximately
$139 million of indebtedness and other
liabilities that constituted Senior
Indebtedness including approximately
$41 million of letters of credit. As
of March 29, 1997, the Company's
subsidiaries had approximately $371
million of indebtedness and other
liabilities (including trade payables
and indebtedness and other liabilities
of the Company's manufacturing joint
ventures and excluding intercompany
liabilities) as to which the
Registrable Notes have been effectively
subordinated. Approximately $43
million of this amount is also included
in the amount of the Company's
outstanding Senior Indebtedness as of
March 29, 1997, as set forth above.
The Indenture does not restrict the
incurrence of additional Senior
Indebtedness or other indebtedness by
the Company or any subsidiary. The
Company anticipates incurring
significant additional obligations,
which may include Senior Indebtedness,
for its manufacturing program. See
"Business -- Manufacturing" and "Risk
Factors -- Liquidity and Capital
Requirements" and "-- Leverage and
Subordination."

Optional Redemption. . . . . The Registrable Notes are redeemable at
the option of the Company, in whole or
in part, at any time on or after
December 16, 1999 at the redemption
prices set forth herein plus accrued
interest to the redemption date. See
"Description of Registrable Notes --
Redemption."

Repurchase at Option . . . . Upon a Change in Control (as defined),
of Holders Upon a holders of the Registrable Notes will
Change in Control have the right, subject to certain
conditions and restrictions, to require
the Company to purchase all or part of
their Registrable Notes at 100% of the
principal amount thereof, plus accrued
interest to the repurchase date. The
repurchase price is payable in cash or,
at the option of the Company but
subject to the satisfaction of certain
conditions on the part of the Company,
in shares of Common Stock (valued at
95% of the average closing bid prices
of the Common Stock for the five
trading days preceding the second
trading day prior to the repurchase
date). See "Description of Registrable
Notes -- Repurchase at Option of
Holders Upon a Change in Control."

Use of Proceeds. . . . . . . The Company will not receive any of the
proceeds from the sale of any of the
Registrable Notes or the Common Stock
issuable upon conversion thereof.

Events of Default. . . . . . Events of default include: (a) failure
to pay principal of or premium, if any,
on any Note when due, whether or not
such payment is prohibited by the
subordination provisions of the Notes
and the Indenture; (b) failure to pay
any interest on any Note when due,
continuing for 30 days, whether or not
such payment is prohibited by the
subordination provisions of the Notes
and the Indenture; (c) default in the
Company's obligation to provide notice
of a Change in Control (as defined);
(d) failure to perform any other
covenant of the Company in the
Indenture, continuing for 60 days after
written notice as provided in the
Indenture (except that if such failure
is capable of being cured and the
Company commences efforts to cure such
failure within such 60 day period, such
failure shall not be considered an
event of default for an additional 60
days so long as the Company is
diligently pursuing the cure); (e) any
indebtedness for money borrowed by the
Company in an outstanding principal
amount in excess of $20,000,000 is not
paid at final maturity or upon
acceleration thereof and such default
in payment or acceleration is not cured
or rescinded within 30 days after
written notice as provided in the
Indenture; and (f) certain events of
bankruptcy, insolvency or
reorganization. See "Description of
Registrable Notes -- Events of
Default."

Registration Rights. . . . . Upon any failure by the Company to
comply with certain of its obligations
under the Registration Agreement,
additional interest will be payable on
the Registrable Notes.

RISK FACTORS

In addition to the other information included in this Prospectus, the
following risk factors should be carefully considered in evaluating an
investment in the Registrable Notes offered hereby and the shares of Common
Stock issuable upon conversion thereof. This Prospectus contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, which involve risks and
uncertainties. The Company's actual results may differ significantly from
the results discussed in the forward-looking statements as a result of
various risks and uncertainties, including those summarized below.

Recent Operating Losses; Factors Affecting Quarterly Operating Results

The Company experienced operating losses in the last half of fiscal
1996 and in fiscal 1997. The Company took a number of actions in response
to these losses. The Company instituted programs to streamline
operations and reduce costs, part of which involved 10% and 15% percent
reductions in force in the fourth quarter of fiscal 1996 and the fourth
quarter of fiscal 1997, respectively. The Company also made a strategic
decision to focus on the Company's core competencies in the multimedia,
mass storage and communications markets, to increase the engineering and
marketing resources devoted to product development in these areas, and to
divest or shut-down divisions and programs which do not fit within these
core competencies. Nevertheless, there is no assurance that the Company
will regain the levels of profitability that it has achieved in the past
or that losses will not occur in the future.

The Company's quarterly revenue and operating results have varied
significantly in the past and are likely to vary substantially from quarter
to quarter in the future. The Company's quarterly operating results are
affected by a wide variety of factors, many of which are outside of the
Company's control, including, but not limited to, economic conditions and
overall market demand in the United States and worldwide, the Company's
ability to introduce new products and technologies on a timely basis, the
ability of the Company to utilize fully the capacity of its
manufacturing joint ventures and the ability of such joint ventures to
produce wafers on a timely and competitive basis, changes in product mix,
pricing decisions, fluctuations in manufacturing costs which affect the
Company's gross margins, declines in market demand for the Company's and
customers' products, sales timing, the level of orders which are received
and can be shipped in a quarter, the cyclical nature of both the
semiconductor industry and the markets addressed by the Company's products,
product obsolescence, price erosion and competitive factors. Any
unfavorable changes in the above or other factors could adversely affect
the Company's operating results. In addition, as a result of the Company's
decision to expand its wafer supply sources by, among other things, taking
direct ownership interests in wafer manufacturing ventures, the Company's
operating results will be more sensitive to fluctuations in revenues.

As is common in the semiconductor industry, the Company frequently
ships more product in the third month of each quarter than in either of the
first two months of the quarter, and shipments in the third month are higher
at the end of that month. This pattern is likely to continue. The
concentration of sales in the last month of the quarter may cause the
Company's quarterly results of operations to be more difficult to predict.
Moreover, a disruption in the Company's production or shipping near the end
of a quarter could materially reduce the Company's revenues for that
quarter.

Liquidity and Capital Requirements

As of March 29, 1997, the Company has a commitment for a bank line of
credit for borrowings up to a maximum of $150 million, expiring on October
31, 1999, at the banks' prime rate plus one-half percent. As of March 29,
1997, no borrowings were outstanding under the line. Borrowings are secured
by cash, accounts receivable, inventory, intellectual property, and stock in
the Company's subsidiaries. Use of the line is limited to the borrowing
base as defined by accounts receivable. Terms of the agreement include
satisfaction of certain financial ratios, minimum tangible net worth, cash
flow, and leverage requirements as well as a prohibition against the payment
of a cash dividend without prior bank approval. The Company was not in
compliance with certain financial ratios and the profitability covenant as
of March 29, 1997. The Company expects to amend or replace the existing
line of credit facility in fiscal 1998.

There can be no assurance that financing will be available or, if
available, will be on satisfactory terms. Failure to obtain adequate
financing would restrict the Company's ability to expand its manufacturing
infrastructure, to make other investments in capital equipment, and to
pursue other initiatives.

There can be no assurance that the Company will be able to generate
net cash from operations in future periods and its ability to do so is
subject to a number of risks and uncertainties, including those summarized
herein under "Risk Factors."

Leverage and Subordination

The Company is highly leveraged. In connection with the Original
Offering, the Company incurred $300 million of indebtedness, increasing the
Company's total debt to approximately $392 million and resulting in a ratio
of total debt to equity (expressed as a percentage) of approximately 97
percent, as of March 29, 1997. In addition, as of March 29, 1997, the
Company has (i) guaranteed or is directly liable for payments under
operating leases payable over lease terms ranging from five to seven years
and aggregating approximately $694 million and (ii) guaranteed
approximately $6 million of capitalized leases. Moreover, the Company
expects to incur substantial additional direct or guaranteed lease
obligations in connection with its manufacturing joint ventures. See
"Liquidity and Capital Requirements."

For fiscal 1996 and fiscal 1997, the Company's earnings were
insufficient to cover fixed charges by approximately $47.1 million and
$51.6 million, respectively. Fixed charges exclude the interest factor
associated with operating leases of the Company's MiCRUS and Cirent
Semiconductor joint ventures and the interest associated with capitalized
leases of the Company's MiCRUS joint venture. On a pro forma basis, had
the amount of such interest factor been included in such fixed charges, the
Company's earnings would have been insufficient to cover fixed charges for
fiscal 1996 and fiscal 1997 by approximately $66.5 million and $79.8
million, respectively (assuming the Cirent Semiconductor leases were
entered into at the beginning of each such period).

The degree to which the Company is leveraged could (i) adversely
affect its ability to obtain additional financing for itself or its joint
ventures, (ii) make it more vulnerable to general economic and market
conditions, industry downturns and competitive pressures, (iii) impair its
ability to respond to technological changes, and (iv) result in the
dedication of a significant amount of any cash generated from operating
activities to the payment of debt service and other financing obligations,
thereby reducing funds available for operations, its existing manufacturing
joint ventures and future business opportunities, including those described
under "Business -- Company Strategy." The Company's ability to meet its
debt service and other obligations will be dependent on the Company's future
performance which will be subject to financial, business and other factors
affecting operations of the Company, many of which are beyond its control.

The Registrable Notes are obligations exclusively of the Company.
Since the operations of the Company are partially conducted through
subsidiaries, the cash flow and the consequent ability to service debt,
including the Registrable Notes, of the Company, are partially dependent
upon the earnings of its subsidiaries and the distribution of those earnings
to, or upon loans or other payments of funds by those subsidiaries to, the
Company. The payment of dividends and the making of loans and advances to
the Company by its subsidiaries may be subject to statutory or contractual
restrictions, are dependent upon the earnings of those subsidiaries and are
subject to various business considerations. Any right of the Company to
receive assets of any of its subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the Registrable
Notes to participate in those assets) will be effectively subordinated to
the claims of that subsidiary's creditors (including trade creditors),
except to the extent that the Company is itself recognized as a creditor of
such subsidiary, in which case the claims of the Company would still be
subordinate to any security interests in the assets of such subsidiary and
any indebtedness of such subsidiary senior to that held by the Company.

The Registrable Notes are unsecured and subordinated in right of
payment in full to all existing and future Senior Indebtedness of the
Company and are effectively subordinated to all liabilities of the
Company's subsidiaries. As a result of such subordination, in the event of
the Company's liquidation or insolvency, payment default with respect to
Senior Indebtedness, a covenant default with respect to Designated Senior
Indebtedness (as defined), or upon acceleration of the Registrable Notes
due to an event of default, the assets of the Company will be available to
pay obligations on the Notes only after all Senior Indebtedness has been
paid in full, and there may not be sufficient assets remaining to pay
amounts due on any or all of the Registrable Notes then outstanding. As
of March 29, 1997, the Company had approximately $139 million of
indebtedness and other liabilities that constituted Senior Indebtedness
including approximately $41 million of letters of credit. As of March
29, 1997, the Company's subsidiaries had approximately $37 million of
indebtedness and other liabilities (including trade payables and
indebtedness and other liabilities of the Company's manufacturing joint
ventures and excluding intercompany liabilities) as to which the
Registrable Notes have been effectively subordinated. Approximately $43
million of this amount is also included in the amount of the Company's
outstanding Senior Indebtedness as of March 29, 1997, as set forth above.

The Indenture does not prohibit or limit the incurrence of Senior
Indebtedness or the incurrence of other indebtedness and other liabilities
by the Company or its subsidiaries. The incurrence of additional
indebtedness and other liabilities by the Company or its subsidiaries could
adversely affect the Company's ability to pay its obligations on the Notes.
The Company expects from time to time to incur additional indebtedness and
other liabilities, including Senior Indebtedness, and also expects that its
subsidiaries will from time to time incur additional indebtedness and other
liabilities. In particular, the Company anticipates incurring significant
obligations, which may include additional Senior Indebtedness, in connection
with its manufacturing program. See "-- Leverage and Subordination,"
"Business -- Manufacturing" and "Description of Registrable Notes --
Subordination."

Risks Associated with Manufacturing and Supply Arrangements

In recent years the Company has pursued a strategy to increase its
committed wafer supplies through direct ownership interests in manufacturing
ventures and committed wafer supply agreements. See "Business --
Manufacturing." Although these arrangements increase the Company's sources
of wafer supply, they also have the effect of reducing the Company's
flexibility to reduce the amount of wafers it is committed to purchase and
increasing the Company's fixed manufacturing costs as a percentage of
overall costs of sales. As a result, the operating results of the Company
are becoming more sensitive to fluctuations in revenues. In the case of the
Company's joint ventures, overcapacity or underutilization results in
underabsorbed fixed cost, which adversely affects gross margins and
earnings. The Company incurred such charges at its MiCRUS facility for
failing to purchase sufficient wafers in the last two quarters of fiscal
1996 and the second and fourth quarters of fiscal 1997. In the case of the
Company's contracts with semiconductor foundries, the Company must pay
contractual penalties if it fails to purchase its minimum commitments.

The process of beginning production at and increasing volume with the
joint ventures inevitably involves risks, and there can be no assurance that
the manufacturing costs of such ventures will be competitive. Additional
risks include the ability of the Company to forecast demand for a mix of
products that fully utilize facility capacity, the timely development of
products, unexpected disruptions to the manufacturing process, the
difficulty of maintaining quality and consistency, particularly at the
smaller submicron levels, dependence on equipment suppliers and
technological obsolescence.

As a participant in manufacturing joint ventures, the Company also
will share in the risks encountered by wafer manufacturers generally,
including being subject to a variety of foreign, federal, state and local
governmental regulations related to the discharge and disposal of toxic,
volatile or otherwise hazardous materials used in the manufacturing process.
Any failure by a manufacturing venture to control the use of, or to restrict
adequately the discharge of, hazardous materials by the venture under
present or future regulations could subject it to substantial liability or
could cause the manufacturing operations to be suspended. In addition, the
Company could be held financially responsible for remedial measures if any
of the joint venture manufacturing facilities were found to be contaminated
whether or not the Company or the joint venture was responsible for such
contamination.

The Company is not in direct control of the joint ventures or of
the wafer manufacturing companies in which it invests. The Company is
dependent on the joint venture management and/or its joint venture partners
for the operation of the new manufacturing facilities, including the hiring
of qualified personnel. In addition, the manufacturing processes and
policies undertaken by each manufacturing joint venture may not be optimized
to meet the Company's specific needs and products. If the joint ventures
are unable to manage the operations effectively, their ability to implement
state-of-the-art manufacturing processes, to produce wafers at competitive
costs, and to produce sufficient output could be adversely affected. Also,
the Company's joint venture partners may enter into contractual or licensing
agreements with third parties, or may be subject to injunctions arising from
alleged violations of third party intellectual property rights, which could
restrict the joint venture from using particular manufacturing processes or
producing certain products.

Certain of the Company's wafer supply arrangements involve facilities
outside the United States and therefore entail the risks associated with
foreign operations. See "Risk Factors -- Foreign Operations; Currency
Fluctuations."

The increase in the Company's wafer supply arrangements could strain
the Company's management and engineering resources. This strain on
resources could be exacerbated by the geographic distances between the
Company's facilities and the various wafer production facilities. There can
be no assurance that the Company will be able to hire additional management,
engineering and other personnel as needed to manage its expansion programs
effectively and to implement new production capacity in a timely manner and
within budget.

The Company believes other manufacturers are also expanding or
planning to expand their fabrication capacity over the next several years.
There can be no assurance that the industry's expansion of wafer production
will not lead to additional overcapacity. If this were to occur, the market
price for wafers sold by third party foundries could further decline, and
the wafers produced by the Company's joint ventures could become more costly
relative to prevailing market prices.

In fiscal 1993 and 1996, the Company entered into volume purchase
agreements with TSMC. Under each agreement, the Company committed to
purchase a fixed minimum number of wafers at market prices and TSMC
guaranteed to supply certain quantities. The fiscal 1993 agreement expired
in March 1997. The fiscal 1996 agreement expires in December 2001. Under
the agreement entered into in fiscal 1996, the Company has agreed to make
advance payments to TSMC of approximately $118 million, one-half in fiscal
1998 and one-half in fiscal 1999. The parties have been reevaluating these
arrangements, and, although no written agreement has been concluded, the
Company believes that the requirement for advance payments may be
eliminated, to be replaced by long-term purchase commitments. Under both
the fiscal 1993 and 1996 agreements, if the Company does not purchase the
committed amounts, it may be required to pay a per-wafer penalty for any
shortfall not sold by TSMC to other customers. Over the term of the fiscal
1996 agreement, the Company estimates it must purchase approximately $790
million of product in order to receive full credit for the advance payments
or avoid penalties if the requirement for advance payments is eliminated.
During fiscal 1997, 1996 and 1995, the Company purchased approximately $40.2
million, $37.2 million and $17.4 million, respectively, of product under the
fiscal 1993 supply agreement. In fiscal 1997, the Company purchased
approximately $56.6 million under the fiscal 1996 supply agreement.

In the fall of 1995, the Company entered into a foundry agreement and a
foundry capacity agreement with UMC, a Taiwanese company. The agreements
provide that UMC will form a new corporation under the laws of Taiwan, to be
called United Silicon, Inc., and that United Silicon, Inc. will build a
wafer fabrication facility and manufacture and sell wafers, wafer die and
packaged integrated circuits. The agreements provide that United Silicon,
Inc. will be funded in part with debt and equipment lease financing from UMC
and in part with equity contributions from the Company and two other U.S.
semiconductor companies. The agreements contemplated that the Company's
total investment would be approximately $88 million, in exchange for which
the Company would receive 15% of the equity of United Silicon, Inc. as well
as the right (but not the obligation) to purchase up to 18.75% of the wafer
output of the new facility at fair market prices. The Company paid $20.6
million in the fourth quarter of fiscal 1996. The Company does not expect
to make the additional scheduled investment. Should the Company not make
any additional investments, the Company's ultimate equity holding would be
substantially less than 15% and the Company would not retain rights to
guaranteed capacity. However, the Company would retain its equity holding
in United Silicon, Inc., and the Company believes that foregoing the rights
to guaranteed capacity would not result in an impairment of the recorded
value of the investment. The Company evaluates the net realizable value of
such investment on an ongoing basis.

Dependence on Vendors for Wafer Supply and Assembly

Most of the Company's wafers are currently manufactured to the
Company's specifications by outside merchant wafer suppliers. Although the
Company has increased its future wafer supplies from manufacturing joint
ventures, the Company expects to purchase a substantial portion of its
wafers from, and to be reliant upon, outside merchant wafer suppliers for at
least the next two years although the number of suppliers it uses may
diminish. A decrease in the volume of wafers ordered or the number of
suppliers used by the Company could adversely affect the Company's ability
to obtain wafers from third party suppliers in the event the Company faces
unanticipated shortfalls in supply.

The Company also uses other outside vendors to package the wafer die
into ICs. Beginning in fiscal 1998, the Company will start outsourcing a
substantial portion of its production testing. The Company's reliance on
these outside suppliers involves several risks, including the absence of
adequate availability of certain testing and packaging technologies, and
less control over delivery schedules, manufacturing yields and costs.
There is no assurance that the Company will not encounter difficulties
with its outside vendors that affect the Company's results of operations
in the future.

Although wafer and packaging supplies in general are expected to be
sufficient to meet expected demand in the near future, the Company's results
of operations could be adversely affected if particular suppliers are unable
to provide a sufficient and timely supply of product, whether because of raw
materials shortages, capacity constraints, unexpected disruptions at the
plants, delays in qualifying other suppliers or other reasons, or if the
Company is forced to purchase wafers from higher cost suppliers or to pay
expediting charges to obtain additional supply, or if the Company's test
facilities are disrupted for an extended period of time. The Company's
results of operations also could be adversely affected if the Company's
suppliers are subject to injunctions arising from alleged violations of
third party intellectual property rights. The enforcement of such an
injunction could impede a supplier's ability to provide wafers, components
or packaging services to the Company. In addition, the Company's
flexibility to move production of any particular product from one wafer
manufacturing facility to another can be limited in that such a move can
require significant re-engineering, which may take several quarters. These
efforts also dilute the engineering resources assigned to new product
development and adversely affect new product development schedules.
Accordingly, production may be constrained even though capacity is available
at one or more wafer manufacturing facilities. In addition, the Company
could encounter supply shortages if sales grow substantially. Any supply
shortage could adversely affect sales and operating profit. Net sales and
gross margin also could be adversely affected if the Company receives orders
for large volumes of products to be shipped within short periods and if the
Company's product testing capacity is not adequate to process such volumes.

Dependence on PC Market and PC Manufacturers

Sales of most of the Company's products depend largely on sales of
personal computers ("PCs"). Reduced growth in the PC market could affect the
financial health of the Company as well as its customers. Moreover, as a
component supplier to PC original equipment manufacturers ("OEMs") and to
peripheral device manufacturers, the Company is likely to experience a
greater magnitude of fluctuations in demand than the Company's customers
themselves experience. In addition, many of the Company's products are used
in PCs for the consumer market, and the consumer PC market is more volatile
than other segments of the PC market.

Other integrated circuit ("IC") makers, including Intel Corporation,
have expressed their interest in integrating through hardware functions,
adding through special software functions, or kitting components to provide
some multimedia or communications features into or with the central
microprocessor or in mediaprocessor products. Successful integration of
these functions could substantially reduce the Company's opportunities for
IC sales in these areas.

A number of PC OEMs buy products directly from the Company and also
buy motherboards, add-in boards or modules from suppliers who in turn buy
products from the Company. Accordingly, a significant portion of the
Company's sales may depend directly or indirectly on the sales to a
particular PC OEM. Since the Company cannot track sales by motherboard,
add-in board or module manufacturers, the Company may not be fully informed
as to the extent or even the fact of its indirect dependence on any
particular PC OEM, and, therefore, may be unable to assess the risk of such
indirect dependence.

The PC market is intensely price competitive. The PC manufacturers in
turn put pressure on the price of all PC components, and this pricing
pressure is expected to continue.

Rapid Technological Change; Dependence on New Products

Most of the markets in which the Company operates are characterized
by rapid technological change and frequent introduction of new technology
leading to more complex and powerful products. The result is a cyclical
environment with short product life cycles, price erosion and high
sensitivity to overall business conditions. In addition, substantial
capital and research and development investment is required for products and
processes to keep up with the rapid pace of technological change.

The Company's products are in various stages of their product life
cycles. The Company's success is highly dependent upon its ability to
develop complex new products, to introduce them to the marketplace ahead of
the competition, and to have them selected for design into products of
leading system manufacturers. These factors have become increasingly
important to the Company's results of operations because the rate of change
in the markets served by the Company continues to accelerate. Since product
life cycles are continually becoming shorter, market shares and revenues
may be affected quickly if new product introductions are delayed, if the
Company's products are not designed into successive generations of products
of the Company's customers or if the customer's products are not successful
in the market. The Company's gross margins also will depend on the
Company's success at introducing and ramping production of new products
quickly and effectively because the gross margins of semiconductor products
decline as competitive products are introduced. In fiscal 1996, for
example, gross margins for certain graphics and audio products and certain
older fax/data/modem products declined in response to the announcement and
introduction of newer products by the Company and its competitors. Also,
the Company must deliver products to customers according to customer
schedules. Delays in new product introductions could affect revenues and
gross margins for current and follow-on products if customers shift to
competitors to meet their requirements.

Risks Associated with Display Graphics Market

The Company continues to experience intense competition in the sale
of graphics products. Several competitors have introduced products and
adopted pricing strategies that have increased competition in the desktop
graphics market, and new competitors continue to enter the market. These
competitive factors affected the Company's market share, gross margins, and
earnings in fiscal 1997 and are likely to affect revenues and gross
margins for graphics accelerator products in the future.

The PC graphics market today consists primarily of two-dimensional
(2D) graphics accelerators, and 2D graphics accelerators with video
features. Three-dimensional (3D) graphics acceleration is expected to
become an important capability in late fiscal 1998, primarily in PC
products for the consumer marketplace. Several competitors are already in
production of 3D accelerators.

During the second quarter of fiscal 1997, the Company introduced and
began shipping its first Rambus DRAM (RDRAM)-based 3D accelerator for the
mainstream PC market. The Company is striving to bring additional products
with 3D acceleration to market, but there is no assurance that it will
succeed in doing so in a timely manner. If these additional products
are not brought to market in a timely manner or do not address the market
needs or cost or performance requirements, then the Company's graphics
market share and sales will be adversely affected. Revenues from the
sale of graphics products in fiscal 1998 are also likely to be significantly
dependent on the success of the Company's current DRAM-based 2D
graphics/video accelerators.

Risks Associated with Multimedia Audio Market

Most of the Company's revenues in the multimedia audio market derive
from the sales of 16-bit audio Codecs and integrated 16-bit Codec plus
controller solutions for the consumer PC market. Pricing pressures have
forced a transition from multi-chip solutions to products that integrate the
Codec, controller and synthesis into a single IC. The Company's revenues
from the sale of audio products in fiscal 1998 are likely to be
significantly affected by the success of its recently introduced fully-
integrated, single-chip audio ICs. Moreover, aggressive competitive pricing
pressures have adversely affected and may continue to adversely affect the
Company's revenues and gross margins from the sale of single-chip audio ICs.
In addition, the introduction of new audio products from the Company's
competitors, the introduction of mediaprocessors and the introduction of MMX
processors with multimedia features by Intel Corporation could adversely
affect revenues and gross margins from the sale of the Company's audio
products.

Three-dimensional, spatial-effects audio is expected to become an
important feature in fiscal 1998, primarily in products for the consumer
marketplace. The Company has begun shipping such products. If the
Company's spatial-effects audio products do not meet the cost or performance
requirements of the market, revenues from the sale of audio products could
be adversely affected.

Risks Associated with Mass Storage Market

The disk drive market has historically been characterized by a small
number of disk drive manufacturers and by periods of rapid growth followed
by periods of oversupply and contraction. Growth in the mass storage market
is directly affected by growth in the PC market. Disk drive manufacturers
often build inventories during periods of anticipated growth, which results
in excess inventories when growth slows. As a result, suppliers to the disk
drive industry have experienced large and sudden fluctuations in product
demand. Furthermore, the price competitive nature of the disk drive
industry continues to put pressure on the price of all disk drive
components. In addition, consolidation in the disk drive industry has
reduced the number of customers for the Company's mass storage products and
increased the risk of large fluctuations in demand.

The Company believes that constraints in supply of certain read head
components to the disk drive industry limited sales of its mass storage
products in the fourth quarter of fiscal 1997. In addition, the Company
believes that excess inventories held by its customers limited sales of the
Company's mass storage products in the second quarter of fiscal 1997 and
limited sales of the Company's optical disk drive products in the third
quarter of fiscal 1997. Revenues from mass storage products in fiscal 1998
are likely to depend heavily on the success of certain 3.5 inch disk drive
products selected for use by various customers, which in turn depends upon
obtaining timely customer qualification of the new products and bringing the
products into volume production timely and cost effectively.

The Company's revenues from mass storage products are dependent on
the successful introduction by its customers of new disk drive products.
Recent efforts by certain of the Company's customers to develop their own
ICs for mass storage products could in the future reduce demand for the
Company's mass storage products, which could have an adverse effect on the
Company's revenues and gross margins from such products. In addition, in
response to the current market trend towards integrating hard disk
controllers with microcontrollers, the Company's revenues and
gross margins from its mass storage products will be dependent on the
Company's ability to introduce such integrated products in a commercially
competitive manner.

Risks Associated with Communications Market

Most of the Company's revenues from communications products are
expected to derive from sales of voice/data/fax modem chip sets. The market
for these products is intensely competitive, and competitive pricing
pressures have affected and are likely to continue to affect the average
selling prices and gross margins from this product line. The success of the
Company's products will depend not only on the products themselves but also
on the degree and timing of market acceptance of new performance levels
developed by U.S. Robotics, which will be supported by the Company's new
products, and the development of standards with regard to these new
performance levels. Moreover, as a relatively new entrant to this market,
the Company may be at a competitive disadvantage to suppliers who have long-
term customer relationships, have greater market share or have greater
financial resources. In addition, the introduction of new modem products
from the Company's competitors, the introduction of mediaprocessors and the
introduction of MMX processors with multimedia features by Intel Corporation
could adversely affect revenues and gross margins from the sale of the
Company's modem products.

Issues Related to Reorganization

During the fourth quarter of fiscal 1997, the Company decided to
reorganize into four market focused divisions (Personal Computer Products,
Communications Products, Mass Storage Products and Crystal Semiconductor
Products), outsource its production testing and consolidate certain
corporate functions. In connection with these actions the Company effected
a workforce reduction of approximately 400 people, representing
approximately 15% of the worldwide staff. There is no assurance that these
actions will be successful or have a positive impact on results of
operations. Furthermore, should such actions have a negative impact on the
Company's ability to design and develop new products, market new or existing
products, or produce and/or purchase products at competitive prices, the
Company's results of operations would be adversely affected.

Product Performance Risks

The greater integration of functions and complexity of operation of
the Company's products increase the risk that latent defects or subtle
faults could be discovered by customers or end users after volumes of
product have been shipped. If such defects were significant, the Company
could incur material recall and replacement costs for product warranty.

Inventory Risk; Shortened Customer Lead Times

The Company must order wafers and build inventory well in advance of
product shipments. Because the Company's markets are volatile and subject
to rapid technology and price changes, there is a risk that the Company will
forecast incorrectly and produce excess or insufficient inventories of
particular products. This inventory risk is heightened because many of the
Company's customers place orders with short lead times and because sales to
these customers have increased as a percentage of total sales, particularly
for certain graphics and audio products. In the third quarter of fiscal
1996, these factors caused the Company to produce excess inventories of
particular products, and the Company's revenues and earnings were adversely
affected. In addition, the Company's minimum commitments under its joint
ventures may result in the Company producing inventory in excess of current
and short-term demand in order to avoid incurring charges for
underutilization. These factors increase not only the inventory risk but
also the difficulty of forecasting quarterly operating results. Moreover,
as is common in the semiconductor industry, the Company frequently ships
more product in the third month of each quarter than in either of the first
two months of the quarter, and shipments in the third month are higher at
the end of that month. The concentration of sales in the last month of the
quarter contributes to the difficulty in predicting the Company's quarterly
revenues and results of operations.

Competition

The Company's business is intensely competitive and is characterized
by new product cycles, price erosion and rapid technological change.
Competition typically occurs at the design stage, where the customer
evaluates alternative design approaches that require integrated circuits.
Because of shortened product life cycles and even shorter design-in cycles,
the Company's competitors have increasingly frequent opportunities to
achieve design wins in next generation systems. In the event that
competitors succeed in supplanting the Company's products, the Company's
market share may not be sustainable and net sales, gross margin, and
earnings would be adversely affected. Competitors include major domestic
and international companies, many of which have substantially greater
financial and other resources than the Company with which to pursue
engineering, manufacturing, marketing and distribution of their products.
Emerging companies are also increasing their participation in the market, as
well as customers who develop their own integrated circuit products.
Competitors include manufacturers of standard semiconductors, application
specific integrated circuits and fully customized integrated circuits,
including both chip and board-level products. The ability of the Company to
compete successfully in the rapidly evolving area of high-performance
integrated circuit technology depends significantly on factors both within
and outside of its control, including, but not limited to, success in
designing, manufacturing and marketing new products, wafer supply,
protection of Company products by effective utilization of intellectual
property laws, product quality, reliability, ease of use, price, diversity
of product line, efficiency of production, the pace at which customers
incorporate the Company's integrated circuits into their products, success
of the customers' products and general economic conditions. Also the
Company's future success depends, in part, upon the continued service of its
key engineering, marketing, sales, manufacturing, support and executive
personnel, and on its ability to continue to attract, retain and motivate
qualified personnel. The competition for such employees is intense, and the
loss of the services of one or more of these key personnel could adversely
affect the Company. Because of this and other factors, past results may not
be a useful predictor of future results. See "-- Dependence on PC Market and
PC Manufacturers."

Lawsuits

The Company and a number of current and former officers and directors
are defendents in various lawsuits, including shareholder class actions
pending in federal and state courts and shareholder derivative claims
pending in federal court. See "Legal Proceedings."

On December 12, 1996, the Company signed a Memorandum of Settlement
with plaintiffs' counsel in the federal class action lawsuits. If
approved, the agreement would settle all pending securities claims against
the Company for an aggregate sum of $31.3 million, exclusive of interest,
$2.3 million of which would be contributed by the Company with the
remainder being contributed by the Company's insurers. The Company
recorded the $2.3 million as other expense in the quarter ended December
28, 1996.

The proposed settlement is expected to include an amendment of the
federal class action filed in 1995 to include claims pending in state court
with the intent that the settlement would have the effect of extinguishing
the state court claims. The proposed settlement is subject to a number of
contingencies, including court approval.

Hearings for court approval of the settlement have been scheduled for
June 13 and 19, 1997. A number of objections to the settlement have been
filed, including by the attorneys who filed the state actions which the
parties seek to extinguish by the settlement.

If for any reason the settlement is not approved, or if for any
reason the extinction of the state claims is not approved, the Company
intends to defend itself vigorously. Based on its assessment of the cases
and the availability of insurance, the Company believes that, even if the
settlement is not approved, the likelihood is remote that the ultimate
resolution of these matters will have a material adverse effect on its
financial position, results of operations or cash flows. However, there
can be no certainty or assurance as to the outcome of any litigation
process.

Intellectual Property Risks

The semiconductor industry is characterized by frequent litigation
regarding patent and other intellectual property rights. The Company and
certain of its customers from time to time have been notified that they may
be infringing certain patents and other intellectual property rights of
others. In addition, customers have been named in suits alleging
infringement of patents by customer products. Certain components of these
products have been purchased from the Company and may be subject to
indemnification provisions made by the Company to its customers. Although
licenses are generally offered in situations where the Company or its
customers are named in suits alleging infringement of patents or other
intellectual property rights, there can be no assurance that litigation will
not be commenced in the future regarding patents, mask works, copyrights,
trademarks, trade secrets, or indemnification liability, or that any
licenses or other rights can be obtained on acceptable terms. Because
successive generations of the Company's products tend to offer an increasing
number of functions, there is a likelihood that more of these claims will
occur as the products become more highly integrated. The Company cannot
accurately predict the eventual outcome of any suit or other alleged
infringement of intellectual property. An unfavorable outcome occurring in
any such suit could have an adverse effect on the Company's future
operations and/or liquidity. Furthermore, efforts of defending the Company
against such lawsuits could divert a significant portion of the Company's
financial and management resources.

Managing Change

The Company has experienced rapid change involving acquisitions and
divestitures, changes in the number of employees, growth in the scope and
geographic area of its operations, and involvement in manufacturing joint
ventures. These changes have resulted in new and increased responsibilities
for management personnel and have placed added pressures on the Company's
operating and financial systems. The Company must continue to improve its
operational, financial and management systems and must continue to
integrate new employees and new operations, such as the Cirent
Semiconductor joint venture. If the Company is unable to manage change
effectively or hire or retain qualified personnel, the Company's business
and results of operations could be materially adversely affected. See
"Business -- Employees."

Foreign Operations; Currency Fluctuations

Because many of the Company's subcontractors and several of the
Company's key customers, which customers collectively account for a
significant percentage of the Company's revenues, are located in Japan and
other Asian countries, the Company's business is subject to risks associated
with many factors beyond its control. International operations and sales
may be subject to political and economic risks, including political
instability, currency controls, exchange rate fluctuations, and changes in
import/export regulations, tariff and freight rates. Although the Company
buys hedging instruments to reduce its exposure to currency exchange rate
fluctuations, the Company's competitive position can be affected by the
exchange rate of the U.S. dollar against other currencies, particularly the
Japanese yen. In addition, various forms of protectionist trade legislation
have been proposed in the United States and certain other countries. Any
resulting change in current tariff structures or other trade and monetary
policies could adversely affect the Company's international operations.
There can be no assurance that the political and economic risks to which the
Company is subject will not result in customers of the Company defaulting
on payments due to the Company or in the reduction of potential purchases of
the Company's products.

Dependence on Key Personnel

The Company's success depends to a significant extent upon the
continued service of its key engineering, marketing, sales, manufacturing,
support and executive personnel, and on its ability to continue to attract,
retain and motivate qualified personnel. The competition for such employees
is intense, and the loss of the services of one or more of these key
personnel could adversely affect the Company. See "Business -- Employees."

Limitations on Repurchase of Registrable Notes

The Company's ability to repurchase Registrable Notes upon the
occurrence of a Change in Control is subject to limitations. There can be
no assurance that the Company would have the financial resources, or would
be able to arrange financing, to pay the repurchase price for all the
Registrable Notes that might be delivered by Holders of Registrable Notes
seeking to exercise the repurchase right. Moreover, although under the
Indenture the Company may elect, subject to satisfaction of certain
conditions, to pay the repurchase price for the Registrable Notes using
shares of Common Stock, the terms of the Company's existing revolving credit
facility prohibit the repurchase of Notes by the Company or its subsidiaries
in cash or any other form of payment including shares of Common Stock, and
the Company's ability to purchase Registrable Notes may be limited or
prohibited by the terms of any future borrowing arrangements, including
Senior Indebtedness existing at the time of a Change in Control. The
Company's ability to repurchase Notes with cash may also be limited by the
terms of its subsidiaries, borrowing arrangements due to dividend
restrictions. Any failure by the Company to repurchase the Registrable
Notes when required following a Change in Control would result in an Event
of Default under the Indenture whether or not such repurchase is permitted
by the subordination provisions of the Indenture. Any such default may, in
turn, cause a default under Senior Indebtedness of the Company. Moreover,
the occurrence of a Change in Control would result in an Event of Default
under the Company's existing revolving credit facility and may cause an
event of default under the terms of other Senior Indebtedness of the
Company. As a result, in each case, any repurchase of the Registrable Notes
would, absent a waiver, be prohibited under the subordination provisions of
the Indenture until the Senior Indebtedness is paid in full. In addition,
the Company's repurchase of Registrable Notes as a result of the occurrence
of a Change in Control may be prohibited or limited by, or create an event
of default under, the terms of agreements related to borrowings which the
Company may enter into from time to time, including agreements relating to
Senior Indebtedness. See "Description of Registrable Notes -- Repurchase at
Option of Holders Upon a Change in Control."

Absence of Public Market for the Registrable Notes

The Registrable Notes were issued in December 1996 to a small number
of institutional buyers. The Registrable Notes issued in reliance on 144A
have been designated for trading on the PORTAL Market. Registrable Notes
sold pursuant to the Registration Statement of which this Prospectus forms a
part are no longer eligible for trading on the PORTAL Market. The
Registration Statement of which this Prospectus forms a part is filed
pursuant to the Registration Agreement, which does not obligate the Company
to keep the Registration Statement effective after the third anniversary of
the date when the Registration Statement is declared effective or, if
earlier, the date when all the Registrable Notes and the Common Stock
issuable on conversion thereof covered by the Registration Statement have
been sold pursuant to the Registration Statement or may be resold without
registration by persons that are not affiliates of the Company pursuant to
Rule 144(k) under the Securities Act. The Company does not intend to apply
for listing of the Registrable Notes on any securities exchange or to seek
approval for quotation through any automated quotation system. The Initial
Purchasers have advised the Company that they intend to make a market in the
Registrable Notes. The Initial Purchasers are not obligated, however, to
make a market in the Registrable Notes and any such market making may be
discontinued at any time in the sole discretion of the Initial Purchasers
without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the Registrable Notes.

Possible Volatility of Registrable Notes and Stock Price

The Company anticipates that its quarterly revenues and operating
results will fluctuate substantially from quarter to quarter as a result of
a wide variety of factors, many of which are outside of the Company's
control, including, but not limited to, economic conditions and overall
market demand in the United States and worldwide, the Company's ability to
introduce new products and technologies on a timely basis, the ability of
the Company to utilize fully the capacity of its manufacturing joint
ventures and the ability of such joint ventures to produce wafers on a
timely and competitive basis, changes in product mix, pricing decisions,
fluctuations in manufacturing costs which affect the Company's gross
margins, declines in market demand for the Company's and its customers'
products, sales timing, the level of orders which are received and can be
shipped in a quarter, the cyclical nature of both the semiconductor industry
and the markets addressed by the Company's products, product obsolescence,
price erosion, and competitive factors, which may have a significant impact
on the market price of Registrable Notes and the Common Stock into which
they are convertible. The trading price of the Common Stock has been, and
the trading price of the Registrable Notes and the Common Stock into which
they are convertible may continue to be, subject to wide fluctuations in
response to quarter-to-quarter variations in operating results, changes in
earnings estimates by analysts, announcements concerning new products,
strategic relationships or technological innovations by the Company or its
competitors, general conditions in the computer industry and other events or
facts. In recent years the stock market in general, and the shares of
technology companies in particular, have experienced extreme price
fluctuations. This volatility has had a substantial effect on the market
prices of securities issued by many companies for reasons unrelated to their
operating performance. These broad market fluctuations may adversely affect
the market price of the Registrable Notes and Common Stock.

<PAGE>

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the
Registrable Notes or the Common Stock issuable upon conversion thereof by
the Selling Securityholders.

MARKET PRICES AND DIVIDEND POLICY

The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "CRUS." The following table shows for the
periods indicated the high and low sales prices for the Common
Stock.
High Low
------ ------
Fiscal year ended April 1, 1995
First quarter $19.07 $14.00
Second quarter 17.35 12.69
Third quarter 15.57 10.63
Fourth quarter 19.13 11.50
Fiscal year ended March 30, 1996
First quarter 33.69 17.06
Second quarter 59.63 31.00
Third quarter 55.50 19.75
Fourth quarter 26.38 17.13
Fiscal year ended March 29, 1997
First quarter 25.13 16.88
Second quarter 21.88 13.38
Third quarter 24.13 15.75
Fourth quarter 17.11 10.77
Fiscal year ending March 28, 1998
First quarter (through June 10, 1997) 13.00 8.50

At March 29, 1997, there were approximately 2,446 holders of record
of the Company's Common Stock.

The Company has not paid cash dividends on its Common Stock and
presently intends to continue a policy of retaining any earnings for
reinvestment in its business.

CAPITALIZATION

The following table sets forth the unaudited consolidated
capitalization of the Company as of March 29, 1997.

March 29, 1997
(in thousands)
------------------
Obligations under equipment loans and capital leases
(including current portion of $30,999) $ 92,095

Convertible subordinated notes 300,000

Shareholders' equity:
Convertible preferred stock, no par value;
5,000,000,000 shares authorized, none issued -

Common stock, no par value, 140,000,000 shares
authorized, 66,156,000 shares issued and
outstanding(1) 351,261

Retained earnings 52,936
------------------
Total shareholders' equity 404,197
------------------

Total capitalization $ 796,292
==================

(1) Does not include (i) 12,387,090 shares of Common Stock issuable upon
conversion of the Notes; (ii) 15,891,000 shares of Common Stock reserved
for issuance under the Company's stock option plans, under which options
to purchase 12,538,000 shares were outstanding as of March 29, 1997, at
a weighted average exercise price of $17.49 per share, and (iii) 1,610,000
shares reserved for issuance under the Company's 1989 Employee Stock
Purchase Plan.

SUMMARY CONSOLIDATED FINANCIAL DATA
<TABLE>
(Amounts in thousands, except per share data and ratios)
<CAPTION>
Fiscal Year (1)
-----------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operations Data:
Net sales $356,478 $557,299 $889,022 $1,146,945 $917,154
Cost of sales 193,759 298,582 512,509 774,350 598,795
----------- ----------- ----------- ----------- -----------
Gross profit 162,719 258,717 376,513 372,595 318,359
Operating expenses and gain on sale of assets:
Research and development 73,447 126,632 165,622 238,791 230,786
Selling, general and administrative 54,924 91,887 126,666 165,267 126,722
Restructuring costs - - - 11,566 20,954
Gain on sale of assets, net - - - - (18,915)
Non-recurring costs - - 3,856 1,195 -
Merger costs 3,400 - 2,418 - -
----------- ----------- ----------- ----------- -----------
Operating income (loss) 30,948 40,198 77,951 (44,224) (41,188)
Gain on sale of equity investment - 13,682 - - -
Foreign currency transaction gains - - 4,999 - -
Interest and other income, net 3,207 4,280 9,129 7,652 9,323
Interest expense (1,610) (2,196) (2,441) (5,151) (19,754)
----------- ----------- ----------- ----------- -----------
Income (loss) before provision for income taxes
and cumulative effect of accounting change 32,545 55,964 89,638 (41,723) (51,619)
Provision (benefit) for income taxes 12,321 18,146 28,236 (5,540) (5,463)
----------- ----------- ----------- ----------- -----------
Income (loss) before effect of accounting change 20,224 37,818 61,402 (36,183) (46,156)
Cumulative effect as of March 31, 1993, of change
in method of accounting for income taxes - 7,550 - - -
----------- ----------- ----------- ----------- -----------
Net income (loss) $20,224 $45,368 $61,402 ($36,183) ($46,156)
=========== =========== =========== =========== ===========
Income (loss) per common and common
equivalent share before cumulative
effect of accounting change $0.39 $0.67 $0.96 ($0.58) ($0.71)
Cumulative effect of accounting change per
common and common equivalent share - 0.13 - - -
----------- ----------- ----------- ----------- -----------
Net income (loss) per common and common
equivalent share $0.39 $0.80 $0.96 ($0.58) ($0.71)
=========== =========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 52,424 56,402 63,680 62,761 65,008

Ratio of earnings to fixed charges (2) 12.1x 14.7x 17.3x N/A N/A
</TABLE>

<TABLE>
<CAPTION>
At Fiscal Year End (1)
-----------------------------------------------------------
1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital $98,500 $273,527 $251,619 $182,643 $428,670
Total assets 258,292 517,931 673,534 917,577 1,136,821
Obilgations under equipment loans and
capital leases, including current portion 27,377 30,152 37,686 98,404 92,096
Convertible subordinated notes - - - - 300,000
Shareholders' equity 143,416 344,315 419,016 428,666 404,197

<FN>

(1) In April 1992, February 1993, and August 1994, the Company merged with Acumos Incorporated, Pacific Communication
Sciences, Inc. and PicoPower Technology, Inc., respectively. All of the consolidated financial information reflects the
combined operations of the companies.

(2) For the purposes of calculating the ratio of earnings to fixed
charges, (i) earnings consist of consolidated income (loss) before provision
for income taxes and cumulative effect of accounting change plus fixed
charges and (ii) fixed charges consist of interest expense incurred,
including capital leases, amortization of interest costs and the portion of
rental expense under leases deemed by the Company to be representative of
the interest factor. Earnings were not sufficient to cover fixed charges
for fiscal 1996 and 1997 by approximately $41.7 million and $51.7 million,
respectively. Fixed charges exclude interest on capitalized leases and the
interest factor associated with operating leases of the Company's MiCRUS
joint venture, estimated at $1.8 million, $8.9 million and $12.3 million
for fiscal 1995, 1996 and 1997, respectively, which are guaranteed
by the Company or as to which the Company is otherwise liable. Had such
charges been included, the ratio of earnings to fixed charges for fiscal
1995 would have been 13.1x. In addition, the deficiency of earnings to
cover fixed charges for fiscal 1996 and 1997 would have been $50.6 million
and $63.9 million, respectively. During the third quarter of fiscal 1997,
the Company's Cirent joint venture entered into leases to finance $253
million of equipment, under which the Company is a co-lessee and guarantor.
On a pro forma basis to include the Cirent leases as if they were
outstanding from the beginning of fiscal 1996 the deficiency of earnings to
cover fixed charges for fiscal 1996 and 1997 would have been approximately
$66.5 million and $79.8 million, respectively.

</TABLE>

<PAGE>

<TABLE>

CONSOLIDATED SUPPLEMENTARY FINANCIAL DATA
(Amounts in thousands except per share amounts)
(Unaudited)
<CAPTION>

Fiscal years by quarter
----------------------------------------------------------------------------
1996 1997
------------------------------------ ------------------------------------
1st 2nd 3rd * 4th ** 1st 2nd 3rd + 4th ++
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating summary:
Net sales $300,269 $317,820 $295,783 $233,073 $214,898 $236,030 $253,309 $212,917
Cost of sales 177,689 176,494 197,273 222,894 132,407 145,870 156,613 163,905
Gain (loss) on sale of assets - - - - - (6,913) (12,009) 7
Restructuring costs - - - 11,566 - - - 20,954
Non-recurring costs - - 1,195 - - - - -
Operating income (loss) 30,566 48,421 (5,818)(117,393) (9,295) 7,690 17,360 (56,943)
Income (loss) before
income taxes 33,192 48,228 (5,257)(117,886) (10,636) 4,194 14,419 (59,596)
Net income (loss) $22,737 $33,037 ($3,601)($88,356) ($7,605) $2,998 $10,310 ($51,859)

Net income (loss) per
common and common
equivalent share $0.34 $0.47 ($0.06) ($1.38) ($0.12) $0.05 $0.16 ($0.79)
Weighted average common
and common equivalent
shares outstanding 67,775 70,997 63,273 63,813 64,159 64,776 66,460 65,917

<FN>

* In the third quarter of fiscal 1996, cost of sales increased as a result of a charge of approximately $33 million for inventory
written down for lower-than-anticipated shipments of and demand for graphics, core logic and other products and a $5 million
charge for anticipated payments for underutilization of capacity at its MiCRUS joint venture.

** In the fourth quarter of fiscal 1996, cost of sales increased as a result of chargs for general market conditions and the
transition to new product releases. Also, there is a restructuring charge related to the streamlining of operations.

+ In the third quarter of fiscal 1997, other expenses increased as a result of a charge of approximately $2.3 million for the
settlement of pending security claims against the Company.

++ The fourth quarter of fiscal 1997 includes $34.5 million that was charged to cost of sales for under use of wafer
fabrication capacity and inventory write-downs, and $21.0 million related to a workforce reduction, excess assets
and excess facilities commitments.

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for historical information contained herein, this Discussion and
Analysis contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
When used in this Discussion and Analysis, the words "believes," "intends,"
"anticipates" and similar expressions are intended to identify
forward-looking statements. The forward-looking statements contained
herein are subject to certain risks and uncertainties, including those
discussed below and in "Risk Factors" and in "Business," that could cause
actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date hereof. The
Company undertakes no obligation to publicly release the results of any
revision to these forward-looking statements, which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.

Overview

During fiscal 1997, the Company implemented a strategy of focusing on
the markets for multimedia (graphics, video, and audio), mass storage, and
communications. As part of this strategy, the Company has been divesting
non-core business units and eliminating projects that do not fit within its
core markets. At the same time, the Company implemented a program to manage
costs and streamline operations. These efforts culminated in the fourth
quarter of fiscal 1997 with a reorganization into four market-focused
product divisions (Personal Computer Products, Communications Products, Mass
Storage Products, and Crystal Semiconductor Products), and a decision to
outsource its production testing and to consolidate certain corporate
functions. In connection with these actions, the Company effected a
workforce reduction of approximately 400 people in April 1997, representing
approximately 15 percent of its worldwide staff. Although the Company
expects to realize the immediate benefit of a reduced cost structure and
anticipates other benefits from the reorganization into market focused
divisions, there is no assurance that the Company will regain the levels of
profitably that it has achieved in the past or that losses will not occur in
the future.

The results of operations for the fourth quarter of fiscal 1997 were
materially impacted by charges relating to the reorganization, the planned
outsourcing of production testing, the consolidation of certain corporate
functions, and other related factors. The results of operations for the
fourth quarter of fiscal 1997 include a restructuring charge of $21.0
million, the majority of which is attributable to the workforce reduction,
the write-off of excess assets, and accruals for excess facilities. In
addition, the results of operations also include charges totaling
approximately $34.5 million which are included in cost of sales, and are
related to anticipated under utilization of wafer fabrication capacity and
some inventory write-downs.

Net Sales

Net sales for fiscal 1997 were $917.2 million, a decrease of 20% from
the $1,146.9 million for fiscal 1996. During fiscal 1997, the Company
divested non-core business units and eliminated products that did not fit
its core markets. Net sales from the core businesses in fiscal 1997 were
approximately $840.5 million compared to $949.3 million in fiscal 1996. Net
sales for fiscal 1996 increased 29% over the $889.0 million for fiscal 1995.

Sales of graphics, audio, and mass storage products decreased in fiscal
1997 over fiscal 1996. Sales of fax/modem products increased in fiscal 1997
over fiscal 1996. The decline in net sales of graphics and audio products
in fiscal 1997 was the result of decreasing unit sales and declining average
selling prices. The decline in net sales of mass storage products was the
result of reduced sales of controller products offset somewhat by an
increase in sales of read-channel products. The increase in net sales of
fax/modem products was primarily the result of increased sales of newer
high-speed modem products, particularly in the fourth quarter of fiscal 1997
over the fourth quarter of fiscal 1996.

The net sales increase in fiscal 1996 compared to fiscal 1995 was the
result of growth in sales during the first three quarters of fiscal 1996
offset somewhat by a decline during the fourth quarter of fiscal 1996.
Sales of mass storage and wireless communication products increased in each
of the first three quarters of fiscal 1996 but declined in the fourth
quarter of fiscal 1996 against the third quarter of fiscal 1996. Net sales
of graphics and audio products for the first three quarters of fiscal 1996
increased over the comparable period of fiscal 1995, but declined in the
third and fourth quarters of fiscal 1996 against the second quarter of
fiscal 1996. Net sales of graphics and wireless communication products
declined in the fourth quarter of fiscal 1996 over the fourth quarter of
fiscal 1995.

Export sales, principally to Asia, include sales to overseas operations
of domestic corporations and were approximately $568 million in fiscal 1997
compared to approximately $647 million in fiscal 1996 and approximately $497
million in fiscal 1995. Export sales to the Pacific Rim were 32% and 34% of
net sales; to Japan were 22% and 17% of net sales; and to Europe and the
rest of the world were 7% and 6% of net sales, in fiscal 1997 and 1996,
respectively.

In fiscal 1997, net sales to Compaq Computer Corporation were
approximately 10% of net sales. In fiscal 1996 and 1995, no single customer
accounted for 10% or more of net sales.

Gross Margin

The gross margin percentage was 34.7% in fiscal 1997, compared to 32.5%
and 42.4% in fiscal 1996 and 1995, respectively.

The gross margin in fiscal 1997 was adversely impacted by $34.5 million
of charges that were recorded in the fourth quarter related to anticipated
under-use of wafer fabrication capacity of $22.0 million and inventory
write-downs of $12.5 million. The gross margin in fiscal 1996 was adversely
impacted by $70.8 million of fourth quarter charges related to inventory
write-downs, under use of capacity, and manufacturing variances. Exclusive
of these charges, the gross margin percentage was 38.5% and 38.7% in fiscal
1997 and fiscal 1996, respectively. While these gross margins were
relatively flat, they reflect reduced unit costs resulting from the
migration to larger wafers and more efficient processing technologies,
improved efficiencies at the Company's MiCRUS facility, and a decrease in
the cost of wafers and assembly services purchased from third-party
suppliers, all of which were offset by the impact of decreased average
selling prices for most of the Company's major products.

During fiscal 1996, the gross margin percentage declined from 40.8% in
the first quarter to a low of 4.4% in the fourth fiscal quarter. The gross
margin percentage decreased as a result of charges for inventory written
down for lower-than-anticipated shipments of and demand for graphics, audio,
core logic and other products and charges for underutilization of capacity
at the MiCRUS joint venture. The decline in the gross-margin percentage was
also the result of higher wafer costs caused by an increase in wafer prices
for merchant wafers, an insufficient supply of 0.6-micron wafers, which made
necessary the use of less-cost-effective 0.8-micron wafers to meet expanded
unit shipments, expediting expenses related to premiums paid to suppliers to
increase production of the Company's products, lower yields on new products
ramping into production, and lower selling prices on certain graphics,
audio, and fax/modem products.

During fiscal 1995, the gross margin percentage declined from a high of
47.8% in the first fiscal quarter to a low of 39.1% in the fourth fiscal
quarter.

Research and Development Expenses

Research and development expenses expressed as a percentage of net
sales were 25.2%, 20.8%, and 18.6% in fiscal 1997, 1996, and 1995,
respectively. During the last two quarters of fiscal 1997, the absolute
amount of expense decreased compared to the comparable quarters in fiscal
1996. This decrease was primarily the result of reduced spending in areas
other than those considered part of the Company's core business
opportunities including the impact of divestitures during the year. The
Company expects the absolute amount of research and development expense will
decrease in fiscal 1998 primarily as a result of the Company's business
divestitures and its fourth quarter decision to undertake a reorganization,
consolidation efforts, and a reduction in workforce.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses expressed as a percentage
of net sales represented approximately 13.8%, 14.4%, and 14.2% in fiscal
1997, 1996, and 1995, respectively. The dollar amount of such expenses in
fiscal 1997 decreased primarily as a result of reductions in compensation
expenses, marketing expenses for promotions and advertising, and
administrative expenses, including the impact of divestitures. The absolute
spending increase in fiscal 1996 over fiscal 1995 reflected increased direct
expenses for the expanded sales force, increased marketing expenses for
promotions and advertising, and increased administrative and legal expenses.
The Company expects the absolute amount of selling, general and
administrative expense to decrease in fiscal 1998 primarily as a result of
the Company's business divestitures and its fourth quarter decision to
undertake a reorganization, consolidation efforts, and a reduction in
workforce.

Gain on Sale of Assets

During the second quarter of fiscal 1997, the Company completed the
sale of the PicoPower product line to National Semiconductor, Inc. The
Company received approximately $17.6 million in cash for the PicoPower
product line. In connection with the transaction, the Company recorded a
gain of approximately $6.9 million.

During the third quarter of fiscal 1997, the Company completed the sale
to ADC Telecommunications Inc. of the PCSI product group that produced CDPD
(Cellular Digital Packet Data) base station equipment for wireless service
providers, and developed pACT (personal Air Communications Technology) base
stations for AT&T Wireless Services Inc. The Company received approximately
$20.8 million in cash for the group. In connection with the transaction,
the Company recorded a gain of approximately $12.0 million.

During the fourth quarter of fiscal 1997, the Company completed the
sale of the assets of PCSI's Wireless Semiconductor Products to Rockwell
International for $18.1 million in cash and made the decision to shut down
PCSI's Subscriber Product Group. PCSI's Wireless Semiconductor Product
Group provided digital cordless chip solutions for PHS (Personal Handyphone
System) and DECT (Digital European Cordless Telecommunications) as well two-
way messaging chip solutions for pACT (personal Air Communications
Technology). In connection with the sale of the Wireless Semiconductor
Product Group and the shut-down of the Subscriber Group, the Company
recorded a net gain of $0.3 million in the fourth quarter.

Restructuring Costs

Restructuring charges in fiscal 1997 of $21.0 million included $5.1
million related to workforce reductions and $15.9 million primarily related
to excess assets and facilities. The implementation of this plan commenced
during the fourth quarter of fiscal 1997 and will require a total cash
outlay of approximately $10.7 million, the majority of which is expected to
be paid in fiscal 1998.

In the fourth quarter of fiscal 1996, as a result of decreased demand
for the Company's products for use in personal computers, which accounts for
more than 80% of the Company's revenue, management reviewed the various
operating areas of the business and took certain steps to bring operating
expenses and capacity in line with demand. These actions resulted in a pre-
tax restructuring charge of approximately $11.6 million. The principal
actions in the restructuring involved the consolidation of support
infrastructure and the withdrawal from an unprofitable product line and
reduction of planned production capacity. This resulted in the elimination
of approximately 320 positions from the manufacturing, research and
development, sales and marketing, and administrative departments.

The major components of the restructuring charges were $7.6 million
related to workforce reductions and $4.0 million of capacity scaleback and
other costs. The implementation of this plan commenced during the fourth
quarter of fiscal 1996. Approximately $8.6 million of cash outlays occurred
in fiscal 1997. The balance of approximately $3.0 million, related
primarily to facilities lease payments, will occur in fiscal 1998.

Non-recurring and Merger Costs

In the third quarter of fiscal 1996, non-recurring costs were
approximately $1.2 million associated with the formation of the Cirent
Semiconductor joint venture with Lucent Technologies (formerly AT&T
Microelectronics).

In the second quarter of fiscal 1995, non-recurring and merger costs
were approximately $6.3 million. Non-recurring costs of $3.9 million were
primarily associated with the acquisition of technology and marketing rights
and the remaining minority interest in a subsidiary, and the formation of
the MiCRUS joint venture with IBM. Merger costs of approximately $2.4
million for the August 1994 combination of Cirrus Logic and PicoPower
included one-time costs for charges related to the combination of the two
companies, financial advisory services, and legal and accounting fees.

Interest Expense

Interest expense was $19.8 million, $5.2 million and $2.4 million in
fiscal 1997, 1996 and 1995, respectively. The increase in interest expense
was primarily the result of the issuance of convertible subordinated notes
in the third quarter of fiscal 1997 and increased borrowings on short-term
and long-term debt during fiscal 1997 and fiscal 1996.

Interest Income and Other, Net

Interest income and other, net in fiscal 1997 was $9.3 million compared
to $7.7 million in fiscal 1996 and $9.1 million in fiscal 1995. Interest
income increased in fiscal 1997 over fiscal 1996 as a result of an increase
in the amount of short-term investments. The decrease in fiscal 1996 over
fiscal 1995 was primarily the result of a decrease in the amount of short-
term investments.

Foreign Currency Transaction Gains

Sales of the Company's products are denominated primarily in U.S.
dollars. Accordingly, any increase in the value of the U.S. Dollar as
compared to currencies in the Company's principal overseas markets would
increase the local currency cost of the Company's products, which may
negatively affect sales in those markets. In addition, certain Japanese Yen
denominated intercompany receivables and yen denominated cash accounts are
subject to remeasurement into U.S. dollars. This remeasurement resulted in
a foreign currency gain of approximately $5.0 million in fiscal 1995.
Subsequent to fiscal 1995, the Company has hedged its exposure to the
Japanese Yen denominated assets through the use of foreign currency forward
and option contracts. Under this strategy, gains or losses on hedging
transactions are offset by gains or losses on the underlying foreign
currency assets or liabilities being hedged. Transaction gains and losses
were not material in fiscal 1997 and 1996. The Company does not enter into
derivative financial instruments for trading purposes.

Income Taxes

The benefit for income taxes was 10.6% in fiscal 1997 compared to a
benefit for income taxes of 13.3% in fiscal 1996 and a provision for income
taxes of 31.5% in fiscal 1995. The fiscal 1997 and 1996 rates are different
from the fiscal 1995 rate and from the U.S. statutory rate primarily because
of foreign operating results which are taxed at rates other than the U.S.
statutory rate. The fiscal 1995 31.5% effective tax rate is less than the
U.S. statutory rate primarily because of the research and development tax
credit and certain foreign earnings taxed at lower rates.

LIQUIDITY AND CAPITAL RESOURCES

During the third quarter of fiscal 1997, a $244 million lease package
was completed, with Cirrus Logic as guarantor, to finance the advanced fab
equipment for the Cirent Semiconductor manufacturing joint venture. During
the same quarter, the Company completed an offering of $300 million of
convertible subordinated notes. The notes bear interest at six percent,
mature in December 2003, and are convertible into shares of the Company's
common stock at $24.219 per share.

During fiscal 1997, the Company generated $2.6 million of cash and cash
equivalents from its operating activities as compared to $7.7 million during
fiscal 1996 and $65.1 million in fiscal 1995. The fiscal 1997 decrease from
fiscal 1996 was primarily caused by the increase in the net loss from
operations, offset somewhat by the non-cash effect of depreciation and
amortization and the net change in operating assets and liabilities. The
fiscal 1996 decrease from fiscal 1995 was primarily caused by the loss from
operations and the net change in operating assets and liabilities offset
somewhat by the non-cash effect of depreciation and amortization.

The Company used $221.0 million in cash in investing activities during
fiscal 1997, $104.9 million during fiscal 1996 and $201.8 million during
fiscal 1995. The Company had a decrease in proceeds from short-term
investments and increased short-term investment purchases in fiscal 1997
over fiscal 1996. The cash used in fiscal 1997 was reduced somewhat by a
decrease in additions to property and equipment and the proceeds from sale
of assets. The decrease in investing activities during fiscal 1996 compared
to fiscal 1995 was primarily the result of liquidating investments during
fiscal 1996.

Net cash provided by financing activities was $214.0 million, $186.4
million and $9.6 million in fiscal 1997, 1996 and 1995, respectively.
During fiscal 1997, proceeds from the issuance of $300 million of
convertible subordinated notes provided the largest increase in resources
offset by repayment of short-term bank debt. During fiscal 1996, increased
borrowings on short-term and long-term debt and to a lesser extent, issuance
of common stock under stock plans provided the largest increase over fiscal
1995.

The semiconductor industry is extremely capital intensive. To remain
competitive, the Company believes it must continue to invest in advanced
wafer manufacturing and in test equipment. Investments will continue to be
made in the various external manufacturing arrangements and its own
facilities. The Company intends to obtain most of the necessary capital
through direct or guaranteed equipment lease financing and the balance
through debt and/or equity financing, and cash generated from operations.
As of March 29, 1997, the Company is contingently liable as guarantor or co-
guarantor for MiCRUS and Cirent equipment leases which have remaining
payments of approximately $526.0 million due through 2004. In addition, the
Company has other commitments related to its joint venture relationships
that total approximately $118.0 million at March 29, 1997.

Management continues to evaluate other possibilities for additional
financing. There is no assurance that financing will be available or, if
available, will be on satisfactory terms. Failure to obtain adequate
financing would restrict the Company's ability to expand its manufacturing
infrastructure, to make other investments in capital equipment, and to
pursue other initiatives.

Future Operating Results

Quarterly Fluctuations

The Company's quarterly revenues and operating results have varied
significantly in the past and are likely to vary substantially from quarter
to quarter in the future. The Company's operating results are affected by a
wide variety of factors, many of which are outside of the Company's control,
including but not limited to, economic conditions and overall market demand
in the United States and worldwide, the Company's ability to introduce new
products and technologies on a timely basis, changes in product mix,
fluctuations in manufacturing costs which affect the Company's gross
margins, declines in market demand for the Company's and its customers'
products, sales timing, the level of orders that are received and can be
shipped in a quarter, the cyclical nature of both the semiconductor industry
and the markets addressed by the Company's products, product obsolescence,
price erosion, and competitive factors. The Company's operating results in
1998 are likely to be affected by these factors as well as others.

The Company must order wafers and build inventory well in advance of
product shipments. Because the Company's markets are volatile and subject
to rapid technology and price changes, there is a risk that the Company will
forecast inaccurately and produce excess or insufficient inventories of
particular products. This inventory risk is heightened because many of the
Company's customers place orders with short lead times. Such inventory
imbalances have occurred in the past and in fact contributed significantly
to the Company's operating losses in fiscal 1997 and 1996. These factors
increase not only the inventory risk but also the difficulty of forecasting
quarterly operating results. Moreover, as is common in the semiconductor
industry, the Company frequently ships more product in the third month of
each quarter than in either of the first two months of the quarter, and
shipments in the third month are higher at the end of that month. The
concentration of sales in the last month of the quarter contributes to
difficulty in predicting the Company's quarterly revenues and results of
operations.

The Company's success is highly dependent upon its ability to develop
complex new products, to introduce them to the marketplace ahead of the
competition, and to have them selected for design into products of leading
system manufacturers. Both revenues and margins may be affected quickly if
new product introductions are delayed or if the Company's products are not
designed into successive generations of products of the Company's customers.
These factors have become increasingly important to the Company's results of
operations because the rate of change in the markets served by the Company
continues to accelerate.

Issues Relating to Manufacturing and Manufacturing Investment

During fiscal 1997, manufacturing capacity exceeded demand for certain
of the Company's products and the Company believes that its manufacturing
capacity will exceed demand at least through the second quarter of fiscal
1998. As a consequence, the Company incurred charges related to its MiCRUS
joint venture for failing to purchase sufficient wafers and recorded a
fourth quarter accrual for anticipated under-use of wafer fabrication
capacity, negatively impacting gross margins.

Although the Company believes that its efforts to increase its source
of wafer supply through joint ventures (MiCRUS with IBM and Cirent
Semiconductor with Lucent Technologies) and other arrangements have
significant potential benefits to the Company, there are also risks, some of
which materialized in the third and fourth quarter of fiscal 1996 and the
second and fourth quarters of fiscal 1997. These arrangements reduce the
Company's flexibility to reduce the amount of wafers it is committed to
purchase and increase the Company's fixed manufacturing costs as a
percentage of overall costs of sales. As a result, the operating results of
the Company are becoming more sensitive to fluctuations in revenues. In the
case of the Company's joint ventures, under use of wafer fabrication
capacity is charged to the Company in proportion to its capacity
commitments, which adversely affects gross margins and earnings. During the
fourth quarter of fiscal 1997, the Company accrued $22.0 million for
anticipated under use of wafer fabrication capacity. In the case of the
Company's "take or pay" contracts with foundries, the Company must pay
contractual penalties if it fails to purchase its minimum commitments.

Moreover, the Company will benefit from the MiCRUS and Cirent
Semiconductor joint ventures only if they are able to produce wafers at or
below prices generally prevalent in the market. If, however, either of
these ventures is not able to produce wafers at competitive prices, the
Company's results of operations could be materially adversely affected. The
process of beginning production and increasing volume with the joint
ventures inevitably involves risks, and there can be no assurance that the
manufacturing costs of such ventures will be competitive. During fiscal
1997, excess production capacity in the industry lead to significant price
competition between foundries and the Company believes that in some cases
this resulted in pricing from certain foundries that was lower than the
Company's cost of production from its manufacturing joint ventures. The
Company experienced pressures on its selling prices during fiscal 1997,
which had a negative impact on its results of operations and it believes
that this was partially due to the fact that certain of its competitors were
able to obtain favorable pricing from these foundries.

Certain provisions of the MiCRUS and Cirent Semiconductor agreements
may cause the termination of the joint venture in the event of a change in
control of the Company. Such provisions could have the effect of delaying,
deferring, or preventing a change of control of the Company.

In connection with the financing of its operations, the Company has
borrowed money and entered into substantial equipment lease obligations and
is likely to expand such commitments in the future. Such indebtedness could
cause the Company's principal and interest obligations to increase
substantially. The degree to which the Company is leveraged could adversely
affect the Company's ability to obtain additional financing for working
capital, acquisitions, or other purposes and could make it more vulnerable
to industry downturns and competitive pressures. The Company's ability to
meet its debt service and other obligations will be dependent upon the
Company's future performance, which will be subject to financial, business,
and other factors affecting the operations of the Company, many of which are
beyond its control. An inability to obtain financing to meet these
obligations could cause the Company to become in default of such
obligations.

Although the Company has increased its future wafer supplies from the
MiCRUS and Cirent Semiconductor joint ventures, the Company expects to
continue to purchase portions of its wafers from, and to be reliant upon,
outside merchant wafer suppliers for at least the next two years. The
Company also uses other outside vendors to package the wafer die into
integrated circuits and will begin using outside vendors for certain
production testing beginning in fiscal 1998.

The Company's results of operations could be adversely affected in the
future, and has been in the past, if particular suppliers are unable to
provide a sufficient and timely supply of product, whether because of raw
material shortages, capacity constraints, unexpected disruptions at the
plants, delays in qualifying new suppliers or other reasons, or if the
Company is forced to purchase wafers or packaging from higher cost suppliers
or to pay expediting charges to obtain additional supply, or if the
Company's test facilities are disrupted for an extended period of time.
Because of the concentration of sales at the end of each quarter, a
disruption in the Company's production or shipping near the end of a quarter
could materially reduce the Company's revenues for that quarter. Production
may be constrained even though capacity is available at one or more wafer
manufacturing facilities because of the difficulty of moving production from
one facility to another. Any supply shortage could adversely affect sales
and operating profits.

As the Company's products increase in complexity and integrate an
increasing number of functions on one semiconductor device, there is also an
increased risk that latent defects or subtle faults could be discovered by
customers or end users after volumes of product have been shipped. If such
defects were significant, the Company could incur material recall and
replacement costs for product warranty.

Dependence on PC Market

Sales of most of the Company's products depend largely on sales of
personal computers (PCs). Reduced growth in the PC market could affect the
financial health of the Company as well as its customers. Moreover, as a
component supplier to PC OEMs and to peripheral device manufacturers, the
Company is likely to experience a greater magnitude of fluctuations in
demand than the Company's customers themselves experience. In addition,
many of the Company's products are used in PCs for the consumer market, and
the consumer PC market is more volatile than other segments of the PC
market.

Other integrated circuit (IC) makers, including Intel Corporation, have
expressed their interest in integrating through hardware functions, adding
through special software functions, or kitting components to provide some
multimedia or communications features into or with their microprocessor
products. Successful integration of these functions could substantially
reduce the Company's opportunities for IC sales in these areas.

A number of PC OEMs buy products directly from the Company and also buy
motherboards, add-in boards or modules from suppliers who in turn buy
products from the Company. Accordingly, a significant portion of the
Company's sales may depend directly or indirectly on the sales to a
particular PC OEM. Since the Company cannot track sales by motherboard,
add-in board or module manufacturers, the Company may not be fully informed
as to the extent or even the fact of its indirect dependence on any
particular PC OEM, and, therefore, may be unable to assess the risk of such
indirect dependence.

The PC market is intensely price competitive. The PC manufacturers, in
turn, put pressure on the price of all PC components, and this pricing
pressure is expected to continue.

Issues Relating to Display Graphics Products

The PC graphics market today consists primarily of two-dimensional
(2D) graphics accelerators and 2D graphics accelerators with video features.
Market demand for three-dimensional (3D) graphics acceleration began to grow
in the third quarter of fiscal 1997 and is expected to grow stronger in
fiscal 1998, primarily in PC products for the consumer marketplace. Several
of the Company's competitors design, produce and market 3D accelerators.

The Company continues to experience intense competition in the sale of
both 2D and 3D graphics products. Several competitors introduced products
and adopted pricing strategies that have increased competition in the
desktop graphics market, and new competitors continue to enter the market.
These competitive factors affected the Company's market share, gross
margins, and earnings in fiscal 1997 and are likely to affect revenues and
gross margins for graphics accelerator products in the future.

During the second quarter of fiscal 1997, the Company introduced and
began shipping its first Rambus DRAM-based 3D accelerator for the mainstream
PC market. Sales of the Company's 3D accelerator products were not material
in fiscal 1997. The Company is striving to bring additional products with
3D acceleration to market, but there is no assurance that it will succeed in
doing so in a timely manner. If these additional products are not brought
to market in a timely manner or do not address the market needs or cost or
performance requirements, then the Company's graphics market share and sales
could be adversely affected. Revenues from the sale of graphics products in
fiscal 1998 are also likely to be significantly dependent on the success of
the Company's current DRAM-based 2D graphics/video accelerators.

Issues Relating to Multimedia Audio Products

Most of the Company's revenues in the multimedia audio market derive
from the sales of 16-bit audio codecs and integrated 16-bit codec-plus-
controller solutions for the consumer PC market. Pricing pressures have
forced a transition from multi-chip solutions to products that integrate the
codec, controller, and synthesis functions into a single IC. The Company's
revenues from the sale of audio products in fiscal 1998 are likely to be
significantly affected by the success of its recently introduced fully-
integrated, single-chip audio ICs. Moreover, aggressive competitive pricing
pressures have adversely affected and may continue to adversely affect the
Company's revenues and gross margins from the sale of single-chip audio ICs.
In addition, the introduction of new audio products from the Company's
competitors, the introduction of mediaprocessors and the introduction of MMX
processors with multimedia features by Intel Corporation could adversely
affect revenues and gross margins from the sale of the Company's audio
products.

Issues Relating to Mass Storage Market

The disk drive market has historically been characterized by a
relatively small number of disk drive manufacturers and by periods of rapid
growth followed by periods of oversupply and contraction. Growth in the
mass storage market is directly affected by growth in the PC market.
Furthermore, the price competitive nature of the disk drive industry
continues to put pressure on the price of all disk drive components. In
addition, consolidation in the disk drive industry has reduced the number of
customers for the Company's mass storage products and increased the risk of
large fluctuations in demand.

The Company's revenues from mass storage products are dependent on the
successful introduction by its customers of new disk drive products. Recent
efforts by certain of the Company's customers to develop their own ICs for
mass storage products could in the future reduce demand for the Company's
mass storage products, which could have an adverse effect on the Company's
revenues and gross margins from such products. In addition, in response to
the current market trend towards integrating hard disk controllers with
microcontrollers, the Company's revenues and gross margins from its mass
storage products will be dependent on the Company's ability to introduce
such integrated products in a commercially competitive manner.

Issues Relating to Communications Market

Most of the Company's revenues from communications products are
expected to derive from sales of voice/data/fax modem chip sets. The market
for these products is intensely competitive, and competitive pricing
pressures have affected and are likely to continue to affect the average
selling prices and gross margins from this product line. The success of the
Company's products will depend not only on the products themselves but also
on the degree and timing of market acceptance of new performance levels
developed by U.S. Robotics, which will be supported by the Company's new
products, and the development of standards with regard to these new
performance levels. Moreover, as a relatively new entrant to this market,
the Company may be at a competitive disadvantage to suppliers who have long-
term customer relationships, have greater market share, or have greater
financial resources. In addition, the introduction of new modem products
from the Company's competitors, the introduction of mediaprocessors, and the
introduction of MMX processors with multimedia features by Intel Corporation
could adversely affect revenues and gross margins from the sale of the
Company's modem products.

Issues Related to Reorganization

During the fourth quarter of fiscal 1997, the Company decided to
reorganize into four market focused divisions (Personal Computer Products,
Communications Products, Mass Storage Products, and Crystal Semiconductor
Products), outsource its production testing, and consolidate certain
corporate functions. In connection with these actions, the Company
effected a workforce reduction of approximately 400 people, representing
approximately 15% of the worldwide staff. There is no assurance that these
actions will be successful or have a positive impact on results of
operations. Furthermore, should such actions have a negative impact on the
Company's ability to design and develop new products, market new or existing
products, or produce and/or purchase products at competitive prices, these
actions could have an adverse impact on the Company's results of
operations.

Intellectual Property Matters

The semiconductor industry is characterized by frequent litigation
regarding patent and other intellectual property rights. The Company and
certain of its customers from time to time have been notified that they may
be infringing certain patents and other intellectual property rights of
others. In addition, customers have been named in suits alleging
infringement of patents or other intellectual property rights by customer
products. Certain components of these products have been purchased from the
Company and may be subject to indemnification provisions made by the Company
to its customers. Although licenses are generally offered in situations
where the Company or its customers are named in suits alleging infringement
of patents or other intellectual property rights, there can be no assurance
that any licenses or other rights can be obtained on acceptable terms.
Because successive generations of the Company's products tend to offer an
increasing number of functions, there is a likelihood that more of these
claims will occur as the products become more highly integrated. The
Company cannot accurately predict the eventual outcome of any suit or other
alleged infringement of intellectual property. An unfavorable outcome
occurring in any such suit could have an adverse effect on the Company's
future operations and/or liquidity.

Foreign Operations; Currency Fluctuations

Because many of the Company's subcontractors and several of the
Company's key customers, such customers collectively accounting for a
significant percentage of the Company's revenues, are located in Japan and
other Asian countries, the Company's business is subject to risks associated
with many factors beyond its control. International operations and sales
may be subject to political and economic risks, including political
instability, currency controls, exchange rate fluctuations, and changes in
import/export regulations, tariff and freight rates. Although the Company
buys hedging instruments to reduce its exposure to currency exchange rate
fluctuations, the Company's competitive position can be affected by the
exchange rate of the U.S. dollar against other currencies, particularly the
Japanese yen.

Competition

The Company's business is intensely competitive and is characterized by
new product cycles, price erosion, and rapid technological change.
Competition typically occurs at the design stage, where the customer
evaluates alternative design approaches that require integrated circuits.
Because of shortened product life cycles and even shorter design-in cycles,
the Company's competitors have increasingly frequent opportunities to
achieve design wins in next generation systems. In the event that
competitors succeed in supplanting the Company's products, the Company's
market share may not be sustainable and net sales, gross margin, and
results of operations would be adversely affected. Competitors include
major domestic and international companies, many of which have substantially
greater financial and other resources than the Company with which to pursue
engineering, manufacturing, marketing and distribution of their products.
Emerging companies are also increasing their participation in the market, as
well as customers who develop their own integrated circuit products.
Competitors include manufacturers of standard semiconductors, application-
specific integrated circuits and fully customized integrated circuits,
including both chip and board-level products. In addition, the integration
of additional functions onto individual devices is expected to result in a
convergence of existing markets and increase the number of competitors faced
by the Company. The ability of the Company to compete successfully in the
rapidly evolving area of high-performance integrated circuit technology
depends significantly on factors both within and outside of its control,
including, but not limited to, success in designing, manufacturing and
marketing new products, wafer supply, protection of Company products by
effective utilization of intellectual property laws, product quality,
reliability, ease of use, price, diversity of product line, efficiency of
production, the pace at which customers incorporate the Company's integrated
circuits into their products, success of the customers' products, and
general economic conditions. Also the Company's future success depends, in
part, upon the continued service of its key engineering, marketing, sales,
manufacturing, support, and executive personnel, and on its ability to
continue to attract, retain, and motivate qualified personnel. The
competition for such employees is intense, and the loss of the services of
one or more of these key personnel could adversely affect the Company.
Because of this and other factors, past results may not be a useful
predictor of future results.

<PAGE>

BUSINESS

This Prospectus contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. When used in this Prospectus, the words "believes,"
"intends," "anticipates" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include the timing and
acceptance of new product introductions, the actions of the Company's
competitors and business partners, and those discussed above under
"Risk Factors," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Cirrus Logic, Inc. is a leading manufacturer of integrated
circuits ("ICs") for the personal computer, consumer and
industrial markets. The Company has developed a broad portfolio
of products and technologies for multimedia, including graphics,
video and audio; mass storage, including magnetic hard disk and
CD-ROM; communications over local and wide area networks; and
advanced mixed-signal applications.

The Company's customers include most of the top manufacturers
of personal computers ("PCs") and PC-related equipment, including
Acer, Apple, Compaq, Dell, Hewlett-Packard, IBM, NEC, Packard Bell
and Toshiba. The Company also serves most of the major hard disk
drive manufacturers, including Fujitsu, Quantum, Seagate and
Western Digital. The Company believes that, in the PC multimedia
market, it is a major supplier of graphics accelerators and 16-bit
audio codecs, and that, in the mass storage market, it is a major
supplier of disk drive controllers, disk drive read channel ICs
and CD-ROM controllers. The Company also is a major supplier of PC
CardBus host adaptors for portable computers, and the Company has
recently introduced advanced ICs for V.34 bi voice/fax/ data
modems and LAN controllers for PC applications.

During fiscal 1997, the Company introduced a number of new
products in its core markets. Within the multimedia market, the
Company introduced its first Laguna RDRAM-based 3D graphics
accelerator ICs in September 1996 and in the same quarter the
Company began production of single-chip audio solutions that
integrate audio codec, controller and FM music synthesis and
provide 3D spatial sound effects. Within the mass storage market,
the Company began production of a new generation of its single-
chip digital PRML read-channel chips. These products have been
designed into systems by Seagate, Quantum and Western Digital.
The Company also introduced its first controller for recordable/
erasable CD drives, with increased playback speeds (up to 18x) and
increased record speeds (up to 8x).

Historically, the Company relied for its wafer manufacturing
needs upon "merchant wafers" manufactured by outside suppliers.
The Company is currently one of the world's largest purchasers of
merchant wafers. In response to its rapid growth, and in an
effort to gain more control over its wafer supply, the Company
pursued a strategy to expand its wafer supply sources by taking
direct ownership interests in wafer manufacturing joint ventures.
The Company believes such joint ventures provide important
competitive advantages, including: (i) assured wafer capacity,
(ii) wafer costs potentially lower than the cost of merchant
wafers, particularly during periods in which the industry is
capacity constrained, and (iii) early access to advanced process
technology from industry leaders. In 1994, the Company and IBM
formed MiCRUS, a manufacturing joint venture that produces wafers
for both companies. MiCRUS began operations in 1995 and is now
engaged in a second expansion. In addition, in July 1996, the
Company and Lucent Technologies (formerly AT&T Microelectronics)
formed Cirent Semiconductor, a manufacturing joint venture that
will produce wafers for both companies. Cirent Semiconductor
began operations in the fourth quarter of fiscal 1997. Both the
MiCRUS and the Cirent Semiconductor joint ventures require the
Company to provide or guarantee substantial equipment financing.
In November 1996, the Company completed a lease financing of
approximately $253 million of equipment for its Cirent
Semiconductor joint venture. Of this amount, approximately $160
million was released to reimburse the Company for equipment which
had already been purchased and the remainder has been committed
for future equipment purchases. In addition, the Company has
long-term volume purchase agreements with Taiwan Semiconductor
Manufacturing Co., Ltd. The Company believes that it will
continue to rely on merchant wafer suppliers for a substantial
portion of its wafer requirements for at least the next two years.

From fiscal 1992 through fiscal 1996 the Company grew
rapidly, with revenues increasing from $218 million to $1.15
billion as a result of internal growth and acquisitions. During
this period, the Company launched programs to pursue a variety of
market opportunities within the PC, communications and consumer
electronics markets. In early 1996, however, the Company
determined that the breadth of its programs was diverting
engineering and management resources from products for the
Company's core markets. Accordingly, during fiscal 1997, the
Company adopted and began implementing a strategy of focusing on
the markets for multimedia (graphics, video and audio), mass
storage and communications. As part of this strategy, the Company
began divesting non-core business units and eliminating
projects that did not fit within its core markets.

During the second quarter of fiscal 1997, the Company
completed the sale of the PicoPower product line to National
Semiconductor, Inc. The Company received approximately $17.6
million in cash for the PicoPower product line. In connection
with the transaction, the Company recorded a gain of approximately
$6.9 million.

During the third quarter of fiscal 1997, the Company
completed the sale to ADC Telecommunications Inc. of the PCSI
product group that produced CDPD (Cellular Digital Packet Data)
base station equipment for wireless service providers, and
developed pACT (personal Air Communications Technology) base
stations for AT&T Wireless Services Inc. The Company received
approximately $20.8 million in cash for the group. In connection
with the transaction, the Company recorded a gain of approximately
$12.0 million.

During the fourth quarter of fiscal 1997, the Company
completed the sale of the assets of PCSI's Wireless Semiconductor
Products to Rockwell International for $18.1 million in cash and
made the decision to shut down PCSI's Subscriber Product Group.
PCSI's Wireless Semiconductor Product Group provided digital
cordless chip solutions for PHS (Personal Handyphone System) and
DECT (Digital European Cordless Telecommunications) as well two-
way messaging chip solutions for pACT (personal Air Communications
Technology). In connection with the sale of the Wireless
Semiconductor Product Group and the shut-down of the Subscriber
Group, the Company recorded a net gain of $0.3 million in the
fourth quarter.

Also during fiscal 1997, the Company implemented a program to
manage costs and streamline operations. These efforts culminated in
the fourth quarter with a reorganization into four market focused
divisions (Personal Computer Products, Communications Products,
Mass Storage Products and Crystal Semiconductor Products), and a
decision to outsource its production testing and to consolidate
certain corporate functions. In connection with these actions,
the Company completed a workforce reduction of approximately
400 people in April 1997, representing approximately 15 percent of
the worldwide staff. Although the Company expects to realize the
immediate benefit of a reduced cost structure and anticipates
other benefits from the reorganization into market focused
divisions, there is no assurance that the Company will regain the
levels of profitably that it has achieved in the past or that
losses will not occur in the future.

The results of operations for the fourth quarter of fiscal 1997
were impacted by the reorganization, the outsourcing of production
testing, the consolidation of certain corporate functions and other
related factors. The results of operations for the fourth quarter
of fiscal 1997 include a restructuring charge of $21.0 million, the
majority of which is attributable to the workforce reduction, the
write-off of excess assets and accruals of excess facilities. In
addition, the results of operations also include charges totaling
approximately $34.5 million, which are included in cost of sales.
The majority of these charges are related to anticipated
manufacturing capacity variances and some inventory write-downs.
Excluding these charges, the Company's loss from operations for the
fourth quarter of fiscal 1997 would have been $1.5 million.

Background

ICs have become pervasive and are found in products ranging
from consumer electronics to automobiles. The PC industry is the
largest source of demand for ICs. The market also has expanded to
include a broad array of portable products from notebook computers
to pocket organizers and hand-held personal computing and
communications devices. In addition, the average IC content per
machine has increased as CD-ROM drives, 16-bit stereo sound, 64-
bit graphics accelerators, network access and
fax/modem/voicemail/speakerphones have become increasingly
standard.

The vast majority of PCs shipped today rely on
microprocessors from a single source. With the same processor
technology available across the spectrum of PC products, the
primary distinguishing characteristics of today's leading PCs have
become the graphics, video, audio, mass storage, and
communications capabilities and, in portable computers, weight,
form factor (size), screen quality and battery life. PC
functionality is controlled by increasingly complex subsystems, or
"computers within the computer," whose features, performance and
cost characteristics are largely determined by their semiconductor
components. Cirrus Logic has developed one of the industry's
broadest portfolios of products and technology to address the
multimedia, communications, and mass storage applications that are
among the primary features used by PC manufacturers to
differentiate their products. Semiconductor vendors to the
PC market must provide high levels of innovation and must contend
with increasingly short product lives and extreme cost pressures.
The first product to market that provides a desired new
functionality may earn attractive margins, but prices fall rapidly
once comparable competitive products are available.

These trends create substantial opportunity for
semiconductor suppliers but demand that a broad set of skills be
brought together within a single entity. The cost pressures, the
performance requirements and the drive to smaller form factors
have led to higher levels of integration, as circuit boards
containing many chips are replaced by one- or two-chip solutions.
Higher integration in turn requires designers to combine analog
and digital functions into mixed-signal circuits, to combine
disparate functions into single ICs, and to apply increasing
levels of systems and software expertise.

As the capabilities of the PC continue to evolve, the core
technologies of the computing, communications, and consumer
electronics markets have begun to converge. For example, consumer
audio and video electronics markets, traditionally based on analog
components, are now transitioning to digital technologies similar
to those developed for multimedia audio and video in the PC. This
convergence of technologies provides the opportunity for companies
developing advanced products for PCs to leverage their research
and development investments to serve the communications and
consumer electronics markets. In addition, the transition of these
markets from analog to digital technologies also may create
significant additional demand for IC capacity, since digital
designs require larger semiconductors and, consequently, more
wafer capacity.

ICs produced with newer, smaller physical dimensions for
the circuitry are substantially smaller and less expensive and
provide higher performance than ICs with the same functionality
produced with older generation technology. For this reason, the
demand for lower cost and higher performance ICs has forced the
semiconductor industry to adopt increasingly advanced
manufacturing processes. Most ICs for the markets served by the
Company are now manufactured using 0.6, 0.5 and 0.35-micron
processes. The Company believes that the next generation PCs are
likely to require that ICs be manufactured with processes of
0.25-micron or smaller. Historically, wafers produced with the
most advanced process technology have often been in short supply,
and the Company anticipates demand may exceed the supply of 0.25
micron and smaller wafers for the first two to three years after
those technologies become widely used in the Company's markets.

Markets and Products

Cirrus Logic targets large existing markets that are
undergoing major product or technology transitions, as well as
emerging markets that have forecasts of high growth. The Company
applies its analog, digital, and mixed-signal design capabilities,
systems-level engineering and software expertise to create highly
integrated solutions that enable its customers to differentiate
their products and reduce their time to market. These solutions
are implemented primarily in ICs and related software, but may
also include subsystem modules and system equipment.

Within the major growth markets represented by personal
computers, communications, industrial automation and consumer
electronics, the Company's products address key system-level
applications including multimedia (graphic, video, and audio),
magnetic and optical mass storage, communications, and hand-held
and portable computing and communication devices. The Company's
advanced mixed signal products, which target a variety of
industrial and other applications, serve as a technology driver
for product development throughout the Company.

Multimedia

The Company offers a broad range of multimedia products,
comprising primarily graphics, video, and audio integrated
circuits and software. These products bring TV-quality video and
CD-quality stereo audio to multimedia applications for PCs,
workstations, videoconferencing and consumer electronics.

The Company's customers in the multimedia market are
predominantly PC OEMs, as well as some of the leading add-in board
makers. For fiscal 1997, major OEM customers included Acer,
Compaq, Hewlett-Packard, IBM, NEC, Packard Bell and Toshiba, and
add-in board customers included Aztech Systems, Creative Labs, and
STB Systems.

PC Graphics and Video

The Company is a major supplier of graphics accelerators
and integrated graphics/video accelerators for desktop and
portable PCs. Significant revenues come from the Company's
families of 64-bit DRAM-based desktop graphics accelerators for
cost-sensitive and mainstream Pcs. These products are implemented
in several pin-compatible families which offer a range of price/
performance solutions for OEMs and graphics board makers. The
Company expects the following to be the most important of its
graphics and video products in the near term horizon.

<TABLE>
<CAPTION>
Description Key Features Status
----------------- ------------------------------------- ------------------
<S> <C> <C>
64-bit RDRAM-based High performance 2D and 3D Multiple products
Laguna 3D graphics, multiple video windows. in production. AGP
Accelerators (Advanced Graphics
Port) versions
expected to sample in
first quarter of
calendar 1997

64-bit DRAM-based Economical 2D graphics, high quality In production
VisualMedia quality video, video port, single
Accelerators single video window.

64-bit SGRAM-based High performance 2D graphics, Sampling.
VisualMedia two video windows.
Accelerators

64-bit DRAM-based Economical 2D graphics, single In production.
VisualMedia video window, high resolution LCD
Accelerators for panel support, low power operation.
Notebook PCS

</TABLE>

In the desktop PC market, Cirrus Logic was the first vendor
to introduce a cost-effective, single-chip integrated
graphics/video product for mainstream PCS. These products are sold
primarily to PC OEMs to be placed directly on the PC motherboard.
The Company has recently introduced the new family of Laguna 3D
Accelerators which provide high performance 64-bit graphics using
RDRAM technology, with multiple simultaneous windows of video on
screen. The Company has also recently begun shipping its first 3D
graphics product intended for the mainstream PC market.

Cirrus Logic is also among the leading suppliers of
graphics chips for portable PCs. The Company's products include
high performance graphics controllers using 64-bit EDO DRAM
accelerator architectures, as well as cost-effective 32-bit
controllers for sub-notebook PCS. The Company has developed
proprietary techniques for achieving high-quality images on
various resolution LCD panels, for simultaneous display on LCDs
and CRT monitors, and for low-voltage and mixed-voltage design for
power sensitive applications.

Audio

The Company offers a wide array of audio products for
multimedia PCs. These highly integrated chips and software bring
CD-quality sound and studio quality composition and mixing
capabilities to PCs and workstations.

The Company is a leading supplier of 16-bit stereo codecs
for PCs. These mixed-signal devices use the Company's delta sigma
technology to provide high quality audio input and output
functions for PC audio products including those that offer Dolby
Digital (AC-3), SoundBlaster, AdLib and Microsoft Sound
compatibility. The Company's audio chips also provide PCs with
audio decompression and FM and wavetable sound/music synthesis.
The Company's leading audio product is now a highly integrated
single-chip audio product that integrates codec, SoundBlaster and
FM synthesis functions. The Company has recently begun production
of products which provide special effects audio technology,
allowing PC games players to perceive sound as coming from various
points around them in a 3-D space.

The following are expected to be the most important of the
Company's PC audio products in calendar 1997.

Description Key Features Status
------------------ --------------------------------------- ----------------
<S> <C> <C>
Integrated audio Single chip audio Codec, controller In production.
solution and FM music synthesis. Highest
audio quality.

Integrated audio Single-chip with SRS or Qsound spatial In production.
with 3D sound effects audio. Two products.

</TABLE>

Consumer Products

The Company currently offers over 60 products for the
consumer high-fidelity audio market. Product features include
analog/digital and digital/analog conversion and MPEG audio
decompression. The products provide digital high-fidelity audio
record and playback for high end professional recordings
audiophile quality stereo systems, set-top audio decoders, digital
audio tape ("DAT"), CD players, Compact Disk Interactive ("CDI")
and automotive stereo systems. Customers include Philips, Nokia
and Sony.

The Company also currently offers PC graphics controller
ICs which can output to standard televisions. These products are
being used by customers to develop products which are hybrids
between conventional PCS and TVs, including Internet appliances.

Mass Storage

The Company supplies chips that perform the key electronics
functions contained in advanced magnetic and optical disk drives.
Since pioneering the IDE (integrated drive electronics) standard
for embedded disk drive controllers in 1986, the Company has
helped facilitate the development of higher capacity 3.5-inch disk
drives for desktop computers and workstations and 2.5-inch, 1.8-
inch and 1.3-inch form factor drives for portable computers.
The Company continues to be a leading supplier of controllers to
the disk drive market. In fiscal 1996, the Company continued its
strategy of expanding its opportunity in the disk drive
electronics market by offering solutions in the areas of read
channel and motion control electronics. The Company's mass storage
customers include Fujitsu, Quantum, Seagate, Sony, Toshiba and
Western Digital. The following mass storage products are expected
to be the most important in the near term horizon:

<TABLE>
<CAPTION>
Descriptions Key Features Status
- ----------------------- ------------------------------------------ ----------------
<S> <C> <C>
Advanced Architecture Advanced data handling and error-detection/ In production.
PC AT and SSI Disk correction capabilities for data integrity
Controllers in high performance hard disk drives.
Multiple products.

Digital PRML Read Single-chip digital read/write channel In production.
Channels solutions. Proprietary algorithms allow
more data per disk. Multiple products.

Single-chip ATAPI CD-ROM High data rates (up to 20x speeds), and In production.
Controllers hardware error detection/correction
capabilities for simplified firmware
development. Multiple products.

SCSI and ATAPI CD-R High integration and performance (up to 18x Sampling.
(Recordable CD) read and 8x recording).Handles both CD-R
Controllers and CD-Erasable formats. Advanced
automation for simplified firmware
developments. Two products.
</TABLE>

The Company offers a broad family of magnetic storage
controller products for the AT IDE, PC-Card, Small Computer System
Interface ("SCSI") and high-speed SCSI-2 interface standards. To
achieve the high recording densities required by smaller disk
drives, the Company has pioneered a number of controller
innovations, including 88-bit Reed-Solomon error correction, zone-
bit recording and split-data fields.

The Company began volume shipments of its magnetic storage
read channel products in fiscal 1995, and was the first merchant
supplier to provide key data-detection technology known as
partial-response, maximum-likelihood ("PRML") for 3.5-inch and
small form factor drives. Based on the Company's CMOS mixed-signal
technology and its proprietary SofTarget approach to PRML,
these devices substantially increase the amount of data that can
be stored on a disk platter using existing industry-standard head
and media technology.

In fiscal 1995, Cirrus Logic began production of its first
CD-ROM controller product, with Sony Corporation as a development
partner and major customer. The Company has since introduced a
second and, recently, a third generation of CD-ROM controller
products. In the first quarter of fiscal 1997 the Company's CD-ROM
controllers were used by Optics Storage Pte. Ltd. in the
industry's first 12X speed CD-ROM drive, and more recent products
support CD-ROM speeds of up to 20X. In the second quarter of
fiscal 1997 the Company introduced its first controller products
for recordable/erasable CD drives.

Communications

The Company has expanded its offerings of communications
products, which now include modem, local area network and Internet
products. The following communications products are expected to be
the most important in calendar 1997:

<TABLE>
<CAPTION>
Description Key Features Status
- ----------------------- ------------------------------------ -----------------------
<S> <C> <C>
V.70, V.80, 56Kbps and Further developments within family V.70 and V.80 sampling
ISDN FastPath modems roadmap to support voice and data, 56Kbps and ISDN in
video conferencing, and high-speed development.
lines. Multiple products.

V.34+ FastPath modem Highly integrated voice/data/fax In production.
modem chip sets offering 33.6 Kbps
performance. Multiple products.

Multi-line Serial I/O Extensive family of intelligent In production.
Controllers multi-line input/output devices,
reducing processor overhead burden
in communications equipment.
Multiple products.

PC-Card, Card Bus Host Market-leading product line for In production.
Adapters expansion card slots in notebook
computers. Multiple products.

Local Area Network Highest level of integration for In production.
Controllers simplified design of local area
network controllers for motherboards
and interface cards. Two products.
</TABLE>

The Company introduced the industry's first two-chip
intelligent fax/data/voice modem in 1992. The Company subsequently
introduced several high-performance chip sets with enhanced
features for error correction and data compression, speakerphone
capability, and portable computer PC-CardBus applications. The
high level of integration made these products particularly
popular for small form factor PCMCIA cards.

The Company also offers host-adapter products for the PC
market. The Company believes it is the leading supplier of host
adapter chips for the PC-Card (formerly called PCMCIA) standard
and for Card Bus. These controllers allow for credit card sized
modules to be plugged into the computer to expand its
functionality in areas such as solid-state memory, hard disks,
fax/modems, networks, and, most recently multimedia audio.

The Company also provides serial and parallel I/O devices
that allow multi-channel, multi-protocol communications. These
devices are used in remote access equipment and terminal servers,
communications servers, routers, single board computers, laser
printers and workstations. Customers include Cisco, Compaq,
Motorola, Xylogics and Xyplex.

The Company is a leading supplier of monolithic T-1 line
interface transceivers for telecommunications equipment, with more
than 40 part types in production, and CMOS Ethernet local area
network line interface circuits. The Company produces the
industry's most highly integrated mixed-signal Ethernet controller
IC. Customers for these products include Acer, Alcatel, Cisco,
Compaq, IBM, Motorola, Northern Telecom and Samsung.

During fiscal 1996, the Company began producing wireless
infra-red ("IR") communications components which combine the
functions of a serial communications with an IR port for PC,
portable and pocket computer, and hand-held remote controller
applications.

Advanced Mixed Signal Applications

Through its Crystal Semiconductor Products Division, Cirrus
Logic offers a broad line of analog-to-digital converters
consisting of general-purpose and low-frequency measurement
devices. These circuits use a combination of self-calibrating
digital correction and delta sigma architectures to improve
accuracy and eliminate expensive discrete analog components. The
product family includes more than 100 products used in industrial
automation, instrumentation, medical, military and geophysical
applications. In addition to the broad mixed signal product
portfolio for the industrial market, the Crystal division also
provides leading-edge chip solutions of consumer audio and video
applications. The mixed-signal technology from the Crystal
division provides the foundation for product development
throughout Cirrus Logic.

Emerging Product Opportunities

The Company is also engaged in developing and is producing
high-integration system-on-a-chip solutions for dedicated Internet
appliances and Network Computers, and for hand-held and ultra-
portable computing and communications appliances such as Personal
Digital Assistants and Personal Communicators. The Company is
currently manufacturing two mixed signal products for the hand
held market. Among other features, they integrate touch screen,
audio, temperature and battery measurement and modem Codec
capabilities.

The Company provides an integrated CPU/Peripheral IC for
Internet appliances such as Oracle's "Network Computer" reference
design. The Company has developed highly integrated products for
hand-held computing and communications devices, and is working
with Apple Computer and others for their next generations of such
products. The Company's products in this market incorporate a CPU
core licensed from Advanced RISC Machines (ARM) Limited.

Manufacturing

Historically, the Company relied for its wafer manufacturing
needs upon merchant wafers manufactured by outside suppliers. The
Company believes it is currently one of the world's largest
purchasers of merchant wafers. The Company has also pursued a
strategy to expand its wafer supply sources by taking direct
ownership interests in wafer manufacturing ventures. In much of
1994 and 1995, the merchant market was unable to meet demand, and
the Company's merchant wafer suppliers sought to limit the
proportion of wafers they sold to any single customer, which
further restricted the Company's ability to buy wafers. Wafer
shortages increased the Company's supply costs and at times
prevented the Company from meeting the market demand for its own
products. In response to its rapid growth, and to historical and
anticipated supply shortages, the Company pursued a strategy to
expand its wafer supply sources by taking direct ownership
interests in wafer manufacturing joint ventures.

In 1994, the Company and IBM formed MiCRUS, a manufacturing
joint venture that produces wafers for both companies. MiCRUS
began operations in 1995 and is now engaging in a second
expansion. In addition, in July 1996, the Company and Lucent
Technologies (formerly AT&T Microelectronics) formed Cirent
Semiconductor, a manufacturing joint venture that will produce
wafers for both companies. Cirent Semiconductor began operations
in the fourth quarter of fiscal 1997. The Company believes that
it will continue to rely on merchant wafer suppliers for a
substantial portion of its wafer requirements for at least the
next two years.

The Company's manufacturing strategy is intended to provide
the following benefits:

Assured Capacity. The first goal is to secure a capacity
to provide improved control over wafer supplies,
particularly during periods of heightened industry-wide
demand.

Advantageous Cost Structure. Wafers produced by joint
ventures such as MiCRUS are potentially less expensive than
merchant wafers. Increasing its supply of wafers from such
joint ventures may help the Company achieve lower
manufacturing costs than its competitors

Access to Leading Process Technologies. By partnering with
world class manufacturers such as IBM and Lucent Technologies,
the Company can access leading process technologies which
allows it to reduce product cost, increase performance and
increase functionality.

In addition to its wafer supply arrangements, the Company
currently contracts with third party assembly vendors to package
the wafer die into finished products. The Company qualifies and
monitors assembly vendors using procedures similar in scope to
those used for wafer procurement. Assembly vendors provide fixed-
cost-per-unit pricing, as is common in the semiconductor industry.

Through fiscal 1997, the Company maintained its own staff for
production, engineering and testing. In fiscal 1998, the Company
will start outsourcing a substantial portion of its production
testing. As of April 30, 1997, subsequent to the headcount reduction
related to the restructing, the Company had approximately 26% of its
employee engaged in manufacturing related activities. The Company's
manufacturing division will continue to qualify and monitor
suppliers' production processes, participate in process
development, package development and process and product
characterization, perform mixed-signal production testing, support
R&D test applications and maintain quality standards.

MiCRUS

MiCRUS, which was established in 1994, produces wafers using
IBM's wafer processing technology, and is currently focusing on CMOS
wafers with 0.35 micron process technology and also processes wafers
with 0.8, 0.6 and 0.5 micron technology. MiCRUS leases an existing
IBM facility in East Fishkill, New York, and also makes process
technology payments to IBM, which totaled $56 million as of March
29, 1997. IBM and Cirrus Logic own 52% and 48%, respectively, of
MiCRUS. The terms of the joint venture initially entitled each
Company to purchase 50% of the MiCRUS output. If one company fails
to purchase its full entitlement, the shortfall may be purchased by
the other company or, under limited circumstances, offered to third
parties. However, if the wafers cannot be sold elsewhere, the
Company that failed to purchase its full entitlement will be
required to reimburse the joint venture for costs associated with
underutilized capacity. In addition, to the extent that the
facility fails to produce wafers at scheduled capacity, each company
will be required to bear its proportionate share of the
underabsorbed fixed costs. The joint venture has a remaining term
of seven years. MiCRUS is managed by a six-member governing board
of whom three are appointed by IBM, two are appointed by Cirrus
Logic and one is the chief executive officer of MiCRUS.

A $120 million expansion was completed in fiscal 1996. A
second expansion, with a currently budgeted cost of $198 million,
was agreed to in 1995 and is expected to be completed in 1998.
The Company is providing all of the capital for the second
expansion and, accordingly, will be entitled to all of the
additional wafers produced and will be required to reimburse the
joint venture for all of the additional costs associated with any
underutilization of the capacity resulting from such expansion.

In connection with the formation and expansion of the MiCRUS
joint venture, the Company has incurred obligations to make equity
contributions to MiCRUS, to pay MiCRUS for a manufacturing
agreement and to guarantee equipment lease obligations incurred by
MiCRUS. To date, the Company has made equity investments totaling
$23.8 million. No additional equity investments are scheduled.
However, the expansion of the MiCRUS production could require
additional equity contributions by the Company.

The manufacturing agreement payments total $71 million, of
which $56 million has been paid, $7.5 million is due before the
end of fiscal 1998 and $7.5 million is due to be paid in fiscal
1999. The manufacturing agreement payments are being charged to
the Company's cost of sales over the original eight-year life of
the venture based upon the ratio of current units of production to
current and anticipated future units of production.

The equipment financings which have been completed or are
committed to as of March 29, 1997 total $503 million, of which
$145 million was completed in fiscal 1995 and is guaranteed
jointly and severally by IBM and the Company, and $215 million
which was completed in fiscal 1996 and fiscal 1997 and is
guaranteed by the Company. In addition, the Company currently
intends to add an additional $60 million in equipment in fiscal
1998 and an additional $50 million in fiscal 1999 to expand MiCRUS
production. The additional amounts would be financed by an
equipment lease guaranteed by the Company. However, these
additional expenditures have not been committed and could be
reconsidered.

Cirent Semiconductor

Cirent Semiconductor will operate two wafer fabs in Orlando,
Florida, both located in the same complex, which is leased from
Lucent Technologies. Cirent Semiconductor also makes process
technology payments to Lucent Technologies, which totalled $35
million as of March 29, 1997. Cirent Semiconductor is already
operating the first fab, from which Lucent Technologies purchases
all of the output at a price that covers all costs associated with
that fab. The second fab has been built by Lucent Technologies and
is expected to begin operations in calendar 1997. The second fab is
scheduled to begin producing CMOS wafers using 0.35 micron processes
licensed from Lucent Technologies, and to migrate to a 0.25 micron
process. Lucent Technologies and Cirrus Logic each will be entitled
to purchase one-half of the output of the second fab. If one company
fails to purchase its full entitlement, the shortfall may be
purchased by the other company or offered to third parties. However,
if the wafers cannot be sold elsewhere, the company that failed to
purchase its full entitlement will be required to reimburse Cirent
Semiconductor for costs associated with underutilized capacity. In
addition, to the extent that the facility fails to produce wafers at
scheduled capacity, each company will be required to bear its
proportionate share of the underabsorbed fixed costs. Cirent
Semiconductor is owned 60% by Lucent Technologies and 40% by Cirrus
Logic and is managed by a Board of Governors, of whom three are
appointed by Lucent Technologies and two are appointed by Cirrus
Logic. The joint venture has a term of ten years.

In connection with the Cirent joint venture, the Company has
committed to make equity contributions to Cirent Semiconductor, to
make payments to Cirent Semiconductor for a manufacturing
agreement and to guarantee and/or become a co-lessee under
equipment lease obligations incurred by Cirent Semiconductor.

The commitment for equity investment as of March 29, 1997
totals $35 million, of which $2 million has been paid and $33
million is due in fiscal 1998. The Company will account for these
payments under the equity method.

The manufacturing agreement payments total $105 million, of
which $35 million has been paid, $50 million is due in the first
quarter of fiscal 1998 and $20 million is due in fiscal 2000.
These payments will be charged to the Company's cost of sales over
the life of the venture based upon the ratio of current units of
production to current and anticipated future units of production.

The Company has committed to guarantee and/or become a co-lessee of
leases covering up to $280 million of equipment for the Cirent
Semiconductor joint venture. In November 1996, the Company guaranteed
and became a co-lessee under a lease financing arrangement for up to
$253 million of equipment, subsequently reduced to $244.4 million, of
which $160 million has been used. These financings mature at various
dates from 1998 to 2004. The Company currently intends to enter into or
guarantee an additional $35.6 million in lease financings sometime
during fiscal 1998.

Other Wafer Supply Arrangements

Taiwan Semiconductor Manufacturing Co., Ltd. ("TSMC"). In fiscal
1993 and fiscal 1996, the Company entered into volume purchase
agreements with TSMC. Under each agreement, the Company committed to
purchase a fixed minimum number of wafers at market prices and TSMC
guaranteed to supply certain quantities. The first agreement expired
in March 1997, the later expires in December 2001. Under the
agreement entered into in fiscal 1996, the Company has agreed to make
advance payments to TSMC of approximately $118 million, one-half in
fiscal 1998 and one-half in fiscal 1999. The parties have been
reevaluating these arrangements, and, although no written
agreement has been concluded, the Company believes that the
requirement for advance payments may be replaced by long-term
purchase commitments. Under the fiscal 1993 and 1996 agreements,
if the Company does not purchase the committed amounts, it may be
required to pay a per wafer penalty for any shortfall not sold by
TSMC to other customers. The Company estimates that under the
remaining term of the 1993 agreement, it is obliged to purchase
approximately $19 million of product. Over the term of the 1995
agreement, the Company estimates it must purchase approximately
$790 million of product in order to receive full credit for the
advance payments or avoid penalties if the requirement for advance
payments is eliminated.

United Microelectronics Corporation ("UMC"). In the fall of
1995, the Company entered into a foundry agreement and a foundry
capacity agreement with UMC, a Taiwanese company. The agreements
provide that UMC will form a new corporation under the laws of
Taiwan, to be called United Silicon, Inc., and that United
Silicon, Inc. will build a wafer fabrication facility and
manufacture and sell wafers, wafer die and packaged integrated
circuits. The agreements provide that United Silicon, Inc. will be
funded in part with debt and equipment lease financing from UMC
and in part with equity contributions from the Company and two
other U.S. semiconductor companies. The agreements contemplated
that the Company's total investment would be approximately $88
million, in exchange for which the Company would receive 15% of
the equity of United Silicon, Inc. as well as the right (but not
the obligation) to purchase up to 18.75% of the wafer output of
the new facility at fair market prices. The Company paid $20.6
million in the fourth quarter of fiscal 1996. The Company does not
expect to make the additional scheduled investment. Should the
Company not make any additional investments, the Company's ultimate
equity holding would be substantially less than 15% and the Company
would not retain rights to guaranteed capacity. However, the
Company would retain its equity holding in United Silicon, Inc., and
the Company believes that foregoing the rights to guaranteed
capacity would not result in an impairment of the recorded value of
the investment.

Patents, Licenses and Trademarks

To protect its products, the Company relies heavily on
trade secret, patent, copyright, mask work and trademark laws. The
Company applies for patents and copyrights arising from its
research and development activities and intends to continue this
practice in the future to protect its products and technologies.
The Company presently holds more than 230 U.S. patents, and in
several instances holds corresponding international patents, and
has more than 400 U.S. patent applications pending. The Company has
also licensed a variety of technologies from outside parties to
complement its own research and development efforts. The Company is
also receiving brand recognition of its products. The Laguna (TM) and
Visual Media (TM) family of graphics accelerators are examples of the
use of trademarks to gain brand recognition.

Research and Development

Research and development efforts concentrate on the design
and development of new products for each market and on the
continued enhancement of the Company's design automation tools.
Research and development efforts will be organized along the
Company's new market focused product divisions (Personal Computer
Products, Communications Products, Mass Storage Products and
Crystal Semiconductor Products) which the Company believes will
contribute to more efficient leveraging of its technologies in the
product development cycle. The Company also funds certain
advanced process technology development. Expenditures for
research and development in fiscal 1997, 1996, and 1995 were
$230.8 million, $238.8 million, and $165.6 million, respectively.
The Company expects the absolute amount of research and
development expense will decrease in fiscal 1998 primarily as a
result of the Company's fourth quarter reorganization and
consolidation efforts, and the related reduction in workforce. As
of April 30, 1997, the Company had approximately 44% of its employees
engaged in research and development activities. The Company's
future success is highly dependent upon its ability to develop
complex new products, to transfer new products to production in a
timely fashion, to introduce them to the marketplace ahead of the
competition and to have them selected for design into products of
leading systems manufacturers.

Competition

Markets for the Company's products are highly competitive,
and the Company expects that competition will increase. The
Company competes with other semiconductor suppliers who offer
standard semiconductors, application specific integrated circuits
and fully customized integrated circuits, including both chip and
board-level products. A few customers also develop integrated
circuits that compete with the Company's products. The Company's
competitive strategy has been to provide lower cost versions of
existing products and new, more advanced products for customers'
new designs.

While no single company competes with the Company in all of
the Company's product lines, the Company faces significant
competition in each of its product lines. The Company expects to
face additional competition from new entrants in each of its
markets, which may include both large domestic and international
semiconductor manufacturers and smaller, emerging companies.

The principal competitive factors in the Company's markets
include time to market; quality of hardware/software design and
end-market systems expertise; price; product benefits that are
characterized by performance, features, quality and compatibility
with standards; access to advanced process and packaging
technologies at competitive prices; and sales and technical
support.

Competition typically occurs at the design stage, where the
customer evaluates alternative design approaches that require
integrated circuits. Because its products have not been available
from second sources, the Company generally does not face direct
competition in selling its products to a customer once its
integrated circuits have been designed into that customer's
system. Nevertheless, because of shortened product life cycles and
even shorter design-in cycles, the Company's competitors have
increasingly frequent opportunities to achieve design wins in next
generation systems. In the event that competitors succeed in
supplanting the Company's products, the Company's market share may
not be sustainable and net sales, gross margin, and earnings
would be adversely affected.

Sales, Marketing and Technical Support

The Company's products are sold worldwide, and historically
50-65% of revenues have come from shipments to overseas
destinations. The Company maintains a worldwide sales force with
a matrixed organization, which is intended to provide centralized
coordination of strategic accounts, territory-based local support
and coverage of smaller customers, and specialized selling of
product lines with unique customer bases.

The Company maintains a major account team and a direct
domestic and international sales force for its PC-related
products. The major account team services the top PC and disk
drive manufacturers. The domestic sales force includes a network
of regional direct sales offices located in California and in
Colorado, Florida, Illinois, Massachusetts, North Carolina,
Oregon, Pennsylvania, and Texas. International sales offices and
organizations are located in Taiwan, Japan, Singapore, Korea, Hong
Kong, the United Kingdom, Germany, Italy, France and Barbados.
The Company supplements its direct sales force with sales
representative organizations and distributors. Technical support
staff are located at the sales offices and also at the Company's
facilities in Fremont, California; Broomfield, Colorado; San
Diego, California; Austin and Plano, Texas; Greenville, South
Carolina; Raleigh, North Carolina; and Tucson, Arizona.

The Company's Crystal Products Division maintains a separate,
smaller sales force for products sold to the industrial, and
consumer electronics.

Compaq Computer Corporation accounted for approximately 10%
of net sales in fiscal 1997. In fiscal 1996 and 1995, no customer
represented 10% or more of net sales. However, the loss of a
significant customer or a significant reduction in such a
customer's orders could have an adverse effect on the Company's
sales.

Export sales information is incorporated by reference from
the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part II hereof.

Backlog

Sales are made primarily pursuant to standard short-term
purchase orders for delivery of standard products. The quantity
actually ordered by the customer, as well as the shipment
schedules, are frequently revised to reflect changes in the
customer's needs. Accordingly, the Company believes that its
backlog at any given time is not a meaningful indicator of future
revenues.

Employees

As of April 30, 1997, the Company had approximately 2,135
full-time equivalent employees, of whom 44% were engaged in
research and product development, 30% in sales, marketing, general
and administrative and 26% in manufacturing. In March 1997, the
Company's management approved a workforce reduction that occurred
on April 23, 1997 and resulted in a reduction of approximately 400
employees. The Company's future success will depend, in part, on
its ability to continue to attract, retain and motivate highly
qualified technical, marketing, engineering and management
personnel. None of the Company's employees is represented by any
collective bargaining agreements, although Cirent Semiconductor is
staffed by Lucent Technologies' employees who are represented by a
union. The Company believes that its employee relations are good.

Description of Properties

The Company's principal facilities, located in Fremont, California,
consist of approximately 480,000 square feet of office space leased
pursuant to agreements which expire in 2006 and 2007 plus renewal options.
This space is used for manufacturing, product development, sales,
marketing and administration.

The Company's Austin, Texas facilities consist of approximately
262,000 square feet. Certain leases expire in July 1997 with two three-year
options that could extend the term to July 2003. One lease expires in
2005. The Company's San Diego, California facility consists of
approximately 153,000 square feet of office space leased pursuant to a
lease that expires in 2006.

The Company also has facilities located in Tucson, Arizona;
Broomfield, Colorado; Nashua, New Hampshire; Raleigh, North Carolina;
Greenville, South Carolina; King of Prussia, Pennsylvania; Fort Worth and
Plano, Texas; Seattle, Washington; Pune, India; and Tokyo, Japan. The
Company also leases sales and sales support offices in the United States
in California, Colorado, Florida, Illinois, Massachusetts, Oregon,
Pennsylvania and Texas and internationally in Taiwan, Japan, Singapore,
Korea, Hong Kong, the United Kingdom, Germany, Italy, France and Barbados.
The Company plans to add additional manufacturing and sales offices to
support its growth.

Legal Proceedings

On May 7, 1993, the Company was served with two shareholder
class action lawsuits filed in the United States District Court
for the Northern District of California. The lawsuits, which
name the Company and George N. Alexy, Douglas J. Bartek, William
H. Bennet, William D. Caparelli, Michael L. Hackworth, Man Shek
Lee, Kenyon Mei, Suhas S. Patil, Robert H. Smith, and Sam S.
Srinivasan, all current or former officers and directors of the
Company as defendants, allege violations of the federal
securities laws in connection with the announcement by Cirrus
Logic of its financial results for the quarter ended March 31,
1993. The complaints do not specify the amounts of damages
sought. The Company believes that the allegations of the
complaint are without merit. On November 1, 1996, defendants'
motion for summary judgment was granted in part and denied in
part.

Between November 7 and November 21, 1995, five shareholder
class action lawsuits were filed in the United States District
Court for the Northern District of California against the Company
and several of its officers and directors. A consolidated
amended complaint was filed on February 20, 1996 and an amended
consolidated supplemental complaint was filed on May 3, 1996
naming the Company and Michael L. Hackworth, Suhas Patil and Sam
Srinivasan, all current or former officers and directors of the
Company, as defendants. This complaint alleges that certain
statements made by defendants during the period from July 23, 1995
through December 21, 1995 were false and misleading and in
violation of the federal securities laws. The complaint does not
specify the amounts of damages sought. The Company believes that
the allegations of the complaint are without merit.

On February 21, 1996, a shareholder class action lawsuit
was filed in the Superior Court of California in and for the
County of Alameda against the Company and numerous fictitiously
named defendants alleged to be officers or agents of the Company.
An amended complaint, which added Michael L. Hackworth, Suhas
Patil and Sam Srinivasan, all current or former officers and
directors of the Company, as defendants was filed on April 18,
1996. On October 28, 1996, an identical class action lawsuit was
filed in the same court by the same plaintiffs' lawyers on
behalf of an additional plaintiff. These lawsuits, which were
consolidated on December 26, 1996, allege that certain
statements made by the Company and the individual defendants
during the period from October 1, 1995 through February 14, 1996
were false and misleading and violated California state common
and statutory law. The complaints do not specify the amounts of
damages sought. Defendants have answered the complaint denying
all of its material allegations. The Company believes that the
allegations of the complaints are without merit. On January 30,
1997, the court denied plaintiffs' motion for class
certification. Plaintiffs have appealed.

On January 28, 1997, a third State court complaint,
identical to its predecessors, was filed in the Superior Court
by another plaintiff against the Company, and Michael L.
Hackworth, Suhas Patil and Sam Srinivasan, all current or former
officers of the Company. Defendants have answered the complaint
denying all of its material allegations. On May 6, 1997, class
certification was denied in this case as well. Plaintiffs have
appealed.

On September 16, 1996, a shareholder derivative lawsuit was
filed in the United States District Court for the Northern
District of California against the Company, as a nominal
defendant, and Michael Hackworth, Suhas Patil, C. Gordon Bell, C.
Woodrow Rea, Jr., Robert H. Smith, Sam S. Srinivasan, William D.
Caparelli, Douglas J. Bartek and Kenyon Mei, all current or former
officers and directors of the Company. The complaint alleges the
individual defendants breached their fiduciary duties to the
Company between July 26, 1995 and February 13, 1996. The
complaint does not specify the amounts of damages sought. The
Company believes the allegations in the complaint are without
merit.

On December 12, 1996, the Company signed a Memorandum of
Settlement with plaintiffs' counsel in the federal class action
lawsuits. If approved, the agreement would settle all pending
securities claims against the Company for an aggregate sum of
$31.3 million, exclusive of interest, $2.3 million of which would
be contributed by the Company with the remainder being
contributed by the Company's insurers. The company recorded the
$2.3 million as other expense in the quarter ended December 28,
1996.

The proposed settlement is expected to include an amendment
of the federal class action filed in 1995 to include claims
pending in state court with the intent that the settlement would
have the effect of extinguishing the state court claims. The
proposed settlement is subject to a number of contingencies,
including court approval.

Hearings for court approval of the settlement have been
scheduled for June 13 and 19, 1997. A number of objections to
the settlement have been filed, including by the attorneys who
filed the state actions which the parties seek to extinguish by
the settlement.

If for any reason the settlement is not approved, or if for
any reason the extinction of the state claims is not approved,
the Company intends to defend itself vigorously. Based on its
assessment of the cases and the availability of insurance, the
Company believes that, even if the settlement is not approved,
the likelihood is remote that the ultimate resolution of these
matters will have a material adverse effect on its financial
position, results of operations or cash flows. However, there can
be no certainty or assurance as to the outcome of any litigation
process.

The foregoing forward-looking statements with respect to the
proposed settlement are dependent on certain risks and
uncertainties including such factors, among others, as the
securing of court approval, the running of all relevant periods
for objection of appeals, and the state court's recognition of
the order on the settlement.

MANAGEMENT

EXECUTIVE OFFICERS AND
DIRECTORS
NAME AGE POSITION WITH THE COMPANY SINCE
- -------- --- ------------------------- -----
<S> <C> <C> <C>
Michael L. Hackworth (1)(4) .... 56 President, Chief Executive Officer 1985
and Director
Suhas S. Patil (1)(4) .......... 52 Chairman of the Board, and Director 1984
Thomas F. Kelly................. 44 Office of the President and Chief 1996
Operating Officer
George N. Alexy................. 48 Office of the President and Chief 1987
Products and Marketing Officer
Patrick V. Boudreau............. 56 Vice President, Human Resources 1996
Eric C. Broockman .............. 42 Vice President and General Manager, 1995
Crystal Semiconductor Products Division
William D. Caparelli............ 53 Senior Vice President, Worldwide Sales 1988
Steven Dines ................... 43 Vice President and General Manager, 1991
Mass Storage Products Division
Robert F. Donohue............... 54 Vice President, Chief Legal Officer, 1996
General Counsel and Secretary
Patrick A. O'Hearn ............ 47 Vice President and General Manager, 1997
Communications Products Division
Edward C. Ross.................. 55 President, Manufacturing and Technology 1995
Ronald K. Shelton............... 36 Vice President, Finance, Chief Financial 1996
Officer and Treasurer
C. Gordon Bell (4).............. 62 Director 1990
D. James Guzy (1)(3)(4)......... 61 Director 1984
Walden C. Rhines (1)(3)......... 50 Director 1995
Robert H. Smith (2)(3).......... 60 Director 1990

</TABLE>
- --------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee

Michael L. Hackworth (age 56), a founder of the Company, has served
as President, Chief Executive Officer and a director since January 1985. He
is also a director of Read-Rite Corporation. Previously he was employed by
Signetics Corporation for over thirteen years, most recently as Senior Vice
President of MOS and Linear Products.

George N. Alexy (age 48) was appointed to the Office of the
President and Chief Products and Marketing Officer in April 1997. He joined
the Company in 1987 as Vice President, Marketing and in May 1993, he was
promoted to Senior Vice President, Marketing. Previously, he was employed
by Intel Corporation for ten years, most recently as Product Marketing
Manager, High Performance Microprocessors.

Thomas F. Kelly (age 44) was appointed to the Office of the
President and Chief Operating Officer in April 1997. He joined the Company
in March 1996 as Executive Vice President, Finance and Administration,
Chief Financial Officer and Treasurer. Previously, he was Executive Vice
President and Chief Financial Officer of Frame Technology Corporation from
September 1993 to December 1995. Prior to Frame, he was Vice President and
Chief Financial Officer of Analog Design Tools from September 1984 to July
1989, when it was acquired by Valid Logic, Vice President and Chief
Financial Officer of Valid Logic through December 1991 and, following the
acquisition of Valid Logic by Cadence Design Systems, Senior Vice President
of Cadence Design Systems until July 1993.

Patrick V. Boudreau (age 56) joined the Company in October 1996 as
Vice President, Human Resources. He was Vice President, Human Resources for
Fujitsu Microelectronics from 1995 to 1996. From 1989 to 1995, he was
President of P.V.B. Associates, a management consulting and executive search
firm, as well as Senior Vice President of Lazer-Tron Corporation.

Eric C. Broockman (age 42) was appointed to the position of Vice
President and General Manager, Crystal Semiconductor Products Division in
April, 1997. He joined the Company in February 1995 as Vice President and
General Manager, Network Broadcast Products Division. Prior to joining the
Company, he was employed by IBM for 16 years, most recently as Product
Line Manager, DSP Business Unit.

William D. Caparelli (age 53) joined the Company in 1988 as Vice
President, Worldwide Sales. In May 1993 he was promoted to Senior Vice
President, Worldwide Sales. From 1985 to 1988, he served as Vice President,
North America Sales of VLSI Technology, Inc.

Steven Dines (age 43) was appointed Vice President and General
Manager, Mass Storage Products Division in May 1997. He joined the Company
in May 1991 as Member, Corporate Strategic Staff and in December 1991, he
assumed the position of Director, Mass Storage Products Marketing. In
November 1993, he was promoted to Vice President, Mass Storage. Prior to
joining the Company he spent twelve years at Advanced Micro Devices, most
recently as Director, Strategic Marketing for Europe and with IMP, Inc. as
Director, Product Planning and Applications.

Robert F. Donohue (age 54) joined the Company in May 1996 as Vice
President, Chief Legal Officer, General Counsel and Secretary. Prior to
joining the Company, he was Vice President, General Counsel and Secretary
of Frame Technology Corporation from 1993 to 1996 and Vice President, General
Counsel and Secretary of Cadence Design Systems, Inc. from 1989 to 1993.

Patrick A. O'Hearn (age 47), joined the Company in January 1997 as
Vice President, Personal Systems and was appointed to the position of Vice
President and General Manager, Communications Products Division in April
1997. Prior to joining the Company, he was President and CEO of ATM LTD,
a network equipment company from April 1994 to September 1996; Vice
President, Network Products at Fujitsu Microelectronics from January 1993
to April 1994 and Business Unit Manager for the ASIC and Custom Business
Unit at Philips Components (formerly Signetics) from April 1990 to
January 1993.

Edward C. Ross (age 55), joined the Company in September 1995 as
President, Worldwide Manufacturing Group. In April 1997, he became
President, Manufacturing and Technology. Prior to joining the Company, he
was President of Power Integrations, a manufacturer of high-voltage
integrated circuits, from January 1989 to January 1995.

Ronald K. Shelton (age 36) was appointed Vice President, Finance,
Chief Financial Officer and Treasurer in April 1997. He joined the Company
in September 1996 as Vice President, Finance and Corporate Controller. From
April 1992 to August 1996, he was Vice President, Finance and Administration
and Chief Financial Officer of Alliance Semiconductor Corporation. He was
Manager, Special Studies for Etec Systems, Inc. from April 1991 to March
1992 and prior to that he was Audit Manager at Deloitte & Touche.

Dr. Bell (age 62) has been a Senior Researcher with Microsoft
Corporation since August 1995. He was a computer consultant from
November 1991 until August 1995 and Chief Scientist for Stardent
Computer, a manufacturer of high-performance graphics super-
computers, from November 1987 until November 1991.

Mr. Guzy (age 61) has been President of Arbor Company, a
Nevada limited partnership engaged in the electronics and computer
industry, since 1969. He is also a director of Intel Corporation,
Micro Component Technology, Inc., Novellus Systems, Inc., Davis
Selected Advisors Group of Mutual Funds and Alliance Capital
Management Technology Fund.

Dr. Rhines (age 50) has been President and Chief Executive
Officer and a director of Mentor Graphics Corporation, a maker of
electronic design automation products, since October 1993.
Previously, he was Executive Vice President, Semiconductor Group at
Texas Instruments, Inc. from May 1987 to October 1993. He is also a
director of TriQuint Semiconductor.

Mr. Smith (age 60) has been Executive Vice President, Finance
and Administration, Chief Financial Officer, Secretary and a director
of Novellus Systems, Inc., a capital equipment manufacturer, since
October 1996. From June 1994 to September 1994, he was Chairman of
the Board of Micro Component Technology, Inc., an equipment
manufacturer. He was President of Maxwell Communication Corporation
North America, a printing, publishing, telecommunications and
information management company, from August 1988 to July 1990.

There are no family relationships between any directors or executive
officers of the Company.

COMPENSATION OF DIRECTORS

Non-employee directors are compensated as follows: a
retainer of $4,000 is paid each quarter; a fee of $2,000 per day
is paid for each regular or special meeting of the Board of
Directors or committee meetings attended in person; a fee of
$2,000 per day is paid for consulting services; and travel
expenses are reimbursed for any director who travels more than 50
miles to attend a meeting. During the Last Fiscal Year, no
consulting fees were paid to directors.

In addition, in January 1990 the Company adopted a Directors' Stock
Option Plan (the "Directors' Plan"), which was approved by the shareholders in
July 1990. Under the terms of the Directors' Plan, each non-employee director
is automatically granted, on the date he or she first becomes a director, an
initial option to purchase 20,000 shares and, on the date of his or her annual
reelection to the Board, an additional option to purchase 5,000 shares. The
exercise price of the automatic options is the fair market value of the Common
Stock as determined by the closing price reported by the Nasdaq National Market
on the date of grant. Options granted under the Directors' Plan have a
five-year term and vest over four years; one quarter (1/4) of the shares vest
one year from the date of grant and one forty-eighth (1/48th) of the total
shares vest each month thereafter.

On August 1, 1996, automatic options were granted to
directors Bell, Guzy, Rea, Rhines and Smith to purchase 5,000
shares of Common Stock at an exercise price of $14.0625 per share,
the fair market value on the date of grant. Mr. Rea is not
standing for reelection.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned
during the fiscal years ended March 29, 1997, March 30, 1996 and
April 1, 1995, by the Company's Chief Executive Officer, and the four
highest-paid executive officers.

Annual Compensation Long-Term Compensation Awards
--------------------------------- ----------------------------------
Securities All Other
Underlying Compensation
Name and Principal Position Year Salary ($)(1) Bonus($) Options (#) ($)(2)
- --------------------------- ---- ------------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Michael L. Hackworth 1997 397,488 - 150,000 1,000
President and Chief 1996 397,488 - - 313,078
Executive Officer 1995 375,000 1,073,980 300,000 1,000

William D. Caparelli 1997 234,133 100,000 (3) 93,000 171,973 (4)
Senior Vice President 1996 223,418 - 36,000 167,556
Worldwide Sales 1995 205,062 415,511 36,000 1,000

Michael L. Canning 1997 249,947 200,000 (3) 50,000 1,000
President, Mass Storage 1996 246,578 - 50,000 79,166
Products Company 1995 227,900 502,601 25,000 1,000

Suhas S. Patil 1997 270,504 - 50,000 1,000
Chairman, Executive Vice 1996 270,504 - 70,000 213,383
President, Products and 1995 255,200 713,186 70,000 1,000
Technology

Thomas F. Kelly (5) 1997 255,769 - - -
Executive Vice President, 1996 - - 240,000 -
Finance and Administration 1995 - - - -
Chief Financial Officer
and Treasurer

<FN>

(1) Amounts shown are before salary reductions resulting from employee
contributions to the Cirrus Logic, Inc. 401(k) Profit Sharing Plan.

(2) Included in the "All Other Compensation" column for the Last
Fiscal Year are matching contributions of $1,000 each paid by the Company
under the 401(k) Plan to Mr. Hackworth, Mr. Canning and Dr. Patil. Also
included are partial payments paid under the terms of the Senior Executive
Variable Compensation Plan ("SEVCP"), in the first and second quarters of
fiscal 1996. Payments were based on each quarter's performance and were
made to Mr. Hackworth, Dr. Patil, and Mr. Caparelli in the amounts of
$312,078, $212,383, and $132,093, respectively. However, due to losses
incurred in the following fiscal quarters, the payments exceeded what was
earned on a full fiscal year basis and, accordingly, the amount of the
payments will be deducted from any future bonuses due under the SEVCP. In
order to formalize this arrangement, repayment agreements were executed for
the amounts due. However, the amounts do not bear interest, and, since
they are repayable only out of future bonuses, they have no specific
maturity date. No Named Executive Officer received perquisites during
fiscal 1997, 1996 or 1995 equal to or in excess of $50,000 or 10% of such
Named Executive Officer's salary plus bonus for such fiscal year.

(3) Amount shown is a special retention bonus paid in the Last
Fiscal Year.

(4) Includes commission paid for the first, second and third
quarters of the Last Fiscal Year.

(5) Mr. Kelly joined the Company in March 1996.

</TABLE>

Option Grants in Last Fiscal Year

The following table provides information with respect to
options granted in the Last Fiscal Year to the Named Executive
Officers.

Potential
Realizable Value
at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term
--------------------------- --------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted (1) Year (2) (S/sh) Date 5%($)(3) 10% ($)(3)
- -------------------- ------------ ----------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Hackworth 150,000 (4) 4.42% $19.375 09/25/06 $ 1,827,725 $ 4,631,814

William D. Caparelli 93,000 (5) 2.74% $19.375 09/25/06 $ 1,133,190 $ 2,871,724

Michael L. Canning 50,000 (6) 1.47% $19.375 09/25/06 $ 609,242 $ 1,543,938

Suhas S. Patil 50,000 (6) 1.47% $19.375 09/25/06 $ 609,242 $ 1,543,938

Thomas F. Kelly - - - - - -

<FN>

(1) All options have exercise prices equal to the fair market
value of the Company's Common Stock on the date of grant.
The Compensation Committee has the discretion and authority
to amend and reprice the outstanding options. On April 30,
1997, the Company granted new options with an exercise price
of $9.1875 to current employees and cancelled outstanding
options with exercise prices above $9.1875 per share. All
replacement options are subject to a one-year blackout on
exercise. If an employee voluntarily terminates his
employment prior to the end of the blackout period, he will
forfeit any repriced options.

(2) Based on 3,396,055 shares granted to all employees during
the Last Fiscal Year.

(3) The 5% and 10% assumed compound rates of annual stock price
appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's
estimate or projection of future Common Stock prices.

(4) 37,500 shares vest on September 25, 1997 and 112,500 shares
vest monthly from October 25, 1997 through September 25,
2000.

(5) 15,000 shares vest on September 25, 1997, 14,000 shares vest
on September 25, 1998 and September 25, 1999, and 50,000
shares vest on September 25, 2000.

(6) 50,000 shares vest on September 25, 2000.

</TABLE>

Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

The following table provides information with respect to
option exercises in the Last Fiscal Year by the Named Executive
Officers and the value of their unexercised options at Fiscal Year
End.

<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised Options In-the-Money Options
at Fiscal Year at Fiscal Year
End (#) (2) End ($)(2)(3)
----------------------- ----------------------
Shares Value
Acquired on Realized
Name Exercise (#) ($) (1) Vested Unvested Vested Unvested
- ----------------------- ------------ -------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Hackworth - - 746,909 333,091 $ 1,039,227 $ 8,273

William D. Caparelli - - 54,226 195,000 $ 190,307 $ 112,500

Michael L. Canning - - 81,348 194,000 $ 306,250 $ 165,000

Suhas S. Patil - - 269,378 260,622 $ 856,875 $ 187,500

Thomas F. Kelly - - 60,000 180,000 $ - $ -

(1) Market value of the shares on date of exercise, less the
exercise price.

(2) All options are immediately exercisable, but shares issued
upon exercise are subject to vesting restrictions.
Accordingly, there were no unexercisable options outstanding
at fiscal year end.

(3) Value is based on fair market value of the Company's Common
Stock of $12.125 per share on March 27, 1997 (the last
trading day of the Last Fiscal Year), less the exercise
price.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Restated Articles of Incorporation, as amended (the
"Articles"), of the Company limits the liability of a director to the Company
or its shareholders for monetary damages to the fullest extent permissible
under California law, and authorizes the Company to provide indemnification to
its agents (including officers and directors), subject to the limitations of
the California Corporations Code set forth below. The Company's Bylaws, as
amended further provide for indemnification of corporate agents to the maximum
extent permitted by the California Corporations Code.

Section 317 of the California Corporations Code authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers who are parties or are threatened to be made parties
to any proceeding (with certain exceptions) by reason of the fact that the
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. The provision does not extend to acts or omissions of a
director in his capacity as an officer. Further, the provision has no effect
on claims arising under federal or state securities laws and does not affect
the availability of injunctions and other equitable remedies available to
the Company's shareholders for any violation of a director's fiduciary duty
to the Company or its shareholders. Although the validity and scope of the
legislation underlying the provision have not yet been interpreted to any
significant extent by the California courts, the provision may relieve
directors of monetary liability to the Company for grossly negligent
conduct, including conduct in situations involving attempted takeovers of
the Company.

The Company has entered into indemnification agreements with each of
its officers and directors. These agreements indemnify them against certain
potential liabilities that may arise as a result of their service to the
Company, and provide for certain other protection. The Company also maintains
insurance policies which insure its officers and directors against certain
liabilities.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

Upon joining the Company, Thomas F. Kelly was granted a non-
qualified stock option to purchase 240,000 shares of Cirrus Logic
Common Stock. The terms of the option state that in the event of
his termination as a result of the Company begin acquired, any
unvested shares will vest on the date of termination.

STOCK OPTION PLANS

The 1990 Directors' Stock Option Plan

The 1990 Directors' Stock Option Plan (the "Directors' Plan") was
adopted by the Board of Directors in January 1990 and approved by the
shareholders in July 1990. A total of 185,000 shares of Common Stock are
reserved for issuance thereunder. The Directors' Plan is administered by
non-employee Directors of the Board of Directors. Each Outside Director is
automatically granted an initial option to purchase 10,000 shares of Common
Stock upon the date such person first becomes a Director, and, upon his or her
annual reelection to the Board, an additional option to purchase 2,500 shares
of Common Stock. Grants of Special Options are made at the discretion of
the Board. All options granted under the Directors' Plan are nonstatutory
stock options.

Options granted under the Directors' Plan have a term of five years
and are exercisable only while the Outside Director remains an Outside
Director of the Company or within seven (7) months of the date the Outside
Director ceases to serve as a Director. The exercise price of Automatic
Options is 100% of the fair market value per share on the date of grant of
the option. The exercise price of the Special Option is determined by the
Board. Automatic Options are immediately exercisable and subject to
repurchase by the Company as to any unvested shares upon cessation of status
as an Outside Director. Special Options are subject to vesting as
determined by the Board of Directors and approved by the shareholders.

In the event of a liquidation or dissolution of the Company, all options
will terminate immediately before consummation of such event. In the event of a
proposed sale of all or substantially all of the assets of the Company, or
merger of the Company with or into another corporation, all options shall be
assumed or equivalent options shall be substituted, by such successor
corporation or a parent or subsidiary of such successor corporation. The Board
of Directors may amend, alter, suspend or discontinue the Directors' Plan;
provided, however, that the terms of Automatic Options may not be amended more
than once in any six-month period. The grant of options under the Directors'
Plan is determined by the Directors' Plan with respect to Automatic Options and
is subject to the individual director's election, appointment or reelection to
the Board. The grant of Special Options is at the discretion of the Board of
Directors and the approval of the shareholders of the Company.

1996 Stock Plan

The Company's 1996 Stock Plan (the "Stock Plan") provides for the
granting of employees of incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended, and for the granting to
employees, directors and consultants of nonstatutory stock options and stock
purchase rights ("SPRs"). The Stock Plan was approved by the Board of
Directors in May 1996 and the stockholders in August 1996. Unless terminated
sooner, the Stock Plan will automatically terminate ten years from approval
date. A total of 2,500,000 shares are currently authorized for issuance under
the Stock Plan. The Stock Plan may generally be administered by the Board of
Directors or by a committee appointed by the Board of Directors (" the
Committee"). Options and SPRs granted under the Stock Plan are generally not
transferable by the optionee. Options granted under the Stock Plan must
generally vest and become exercisable over four years. In the case of SPRs,
unless the Board or the Committee determines otherwise, the Company's grant
shall be subject to a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser's employment. The purchase price for
shares repurchased pursuant to the Restricted Stock Purchase Agreement is the
original price paid by the purchaser and may be repaid by cancellation of any
indebtedness of the purchaser to the Company.

The exercise price of all incentive stock options granted under the
Stock Plan must be at least equal to the fair market value of the Common Stock
on the date of grant. The exercise price of nonstatutory stock options and
SPR's granted to under the Stock Plan is determined by the Board or the
Committee. In order to preserve the Company's ability to deduct the
compensation income associated with options granted to certain executive
officers of the Company and comply with the limitations imposed on such grants
by Section 162(m) of the Internal Revenue Code, the Stock Plan provides that no
employee may be granted, in any fiscal year of the Company, options to purchase
more than 400,000 shares of Common Stock. In connection with an employee's
initial employment, however, such employee may be granted options to purchase
to up to an additional 800,000 shares of Common Stock under the Stock Plan.
Options granted under the Stock Plan must generally be exercised within 30 days
of the end of the optionee's status as an employee or consultant of the
Company, or in no event later than the ten years from the date of grant of such
option.

Participation in the Stock Plan is voluntary and dependent on each
eligible employee's election to participate. The Stock Plan provides that, in
the event of a merger of the Company with or into another corporation or a sale
of substantially all the Company's assets, each option or SPR shall be assumed
or an equivalent option substituted by the successor corporation. If the
outstanding options or SPRs are not assumed or substituted with an equivalent
option of the successor corporation, the optionee shall fully vest in and have
the right to exercise the option or SPR as to all of the optioned stock,
including the shares as to which it would not otherwise have been vested and be
exercisable. In the event an option or SPR becomes exercisable in full in the
event of a merger or sale of assets, the Committee shall notify the optionee
that the option or SPR shall be fully vested and exercisable for a period of
fifteen (15) days from the date of such notice, and the option or SPR will
terminate upon the expiration of such.

EMPLOYEE STOCK PURCHASE PLAN

1989 Employee Stock Purchase Plan

The Company's 1989 Employee Stock Purchase Plan (the "Purchase Plan")
was adopted by the Board of Directors in March 1989 and approved by the
stockholders in August 1996. A total of 3,400,000 shares of Common Stock has
been reserved for issuance under the Purchase Plan, which is intended to
qualify under Section 423 of the Internal Revenue Code. The Purchase Plan is
implemented by consecutive and non-overlapping offering periods that begin
every six months. The first offering period commenced on June 8, 1989, and
terminated on December 31, 1989. Subsequent offering periods were every six
month period thereafter. Since the Compensation Committee has the power to
change the duration of the future offering periods, on May 24, 1994 the
offering periods were amended to coincide with the accounting and payroll
schedules and include thirteen pay periods per offering. Accordingly, the
changed offering period ended on June 29, 1996. The next offering period
commenced on June 30, 1996 and terminated on January 14, 1997. The
Purchase Plan is administered by the Compensation Committee of the Board of
Directors. The Purchase Plan permits eligible employees to Purchase Common
Stock through payroll deductions; provided, however that immediately after
the grant of such option, the employee would not own more than five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company or its subsidiaries (including stock issuable upon
exercise of options held by him or her) and such grant would not exceed more
than $25,000 of stock (determined at the fair market value of the shares at
the time the option is granted) in any calendar year. The price of the of
stock purchased under the Purchase Plan is 85% of the lower of the fair
market value of the Common stock at the beginning of the offering period or
at the end of the relevant purchase period. Employees may end their
participation at any time with at least fifteen (15) days notice prior to
the end of an offering period, and they will be paid their payroll
deductions to date. Participation ends automatically upon the termination of
employment with the Company.

Participation in the Purchase Plan is voluntary and dependent on each
eligible employee's election to participate. The Purchase Plan provides that,
in the event of a merger of the Company with or into another corporation or a
sale of substantially all the Company's assets, the Board of Directors shall
shorten the offering period then in progress such that the employees' rights
to purchase stock under the Purchase Plan are exercised prior to the merger or
sale of assets. The Purchase Plan will terminate in March 2009, unless
terminated earlier by the Board.

EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries have adopted 401(k) Profit Sharing
Plans (the "Plans") covering substantially all of their qualifying domestic
employees. Under the Plans, employees may elect to reduce their current
compensation by up to 15% subject to annual limitations, and have the amount
of such reduction contributed to the Plans. The Plans permit, but do not
require, additional discretionary contributions by the Company on behalf of
all participants. During fiscal 1997, 1996 and 1995, the Company and its
subsidiaries matched employee contributions up to various maximums per plan
for a total of approximately $2,046,000, $2,111,000 and $1,849,000,
respectively. The Company intends to continue the contributions in fiscal
1998.

THE SENIOR EXECUTIVE VARIABLE COMPENSATION PLAN

The Company established the Senior Executive Variable Compensation
Plan (the "SEVCP")in 1990. In August 1995, the Company shareholders
approved the SEVCP in order to qualify payments under the terms of the plan
as performance-based compensation under Section 162(m) of the Internal
Revenue Code, which permits a Company to deduct more than $1 million of
compensation paid to the executive officers named in the summary
compensation table in the proxy statement (the "Covered Employees") under
certain performance-based compensation plans that are approved by
shareholders.

The plan is administered by the Compensation Committee of the Board
of Directors (the "Committee"), subject to ratification by the Board of
Directors. The individuals who are eligible to participate in the SEVCP
are the executive officers and other key employees of Cirrus Logic who are
or who may become Covered Employees. Under the SEVCP, participants are
eligible to receive bonus payments based upon the attainment and
certification of performance measures pre-established by the Committee.
SEVCP payments are generally made in cash as soon as is practicable
following determination of the amount of the bonus payment. The primary
performance measures for the plan are corporate profitability and growth as
measured by certain performance measures and financial ratios. The impact
of any acquisitions or mergers during the plan year will be excluded from
the performance measures. Participants who have primary responsibility for
a business unit of the Company may be measured on business unit performance
measures, in place of some or all of the corporate performance measures.

The Committee may terminate, suspend or amend the SEVCP, so long as
shareholder approval has been obtained if required in order for awards to
qualify as "performance-based compensation" under Section 162(m) of the
Code. Under present federal income tax law, participants will realize
ordinary income equal to the amount of the award received in the year of
receipt, and the Company will receive a corresponding deduction for the
amount constituting ordinary income to the participant at the same time the
participant recognizes that ordinary income, provided that the SEVCP
satisfies the requirements of Section 162(m) of the Code.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended March 29, 1997, the Compensation
Committee of the Board of Directors consisted of directors Rea, Rhines and
Smith. No executive officer of the Company served on the compensation
committee of another entity or on any other committee of the board of
directors of another entity performing similar functions during the Last
Fiscal Year. Director Rea is not standing for reelection.

SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to
the Company regarding the beneficial ownership of the Company's
Common Stock as of March 29, 1997 by (i) each shareholder known
to the Company to be a beneficial owner of more than 5% of the
Company's Common Stock; (ii) each director; (iii) each of the
Named Executive Officers and (iv) all current executive officers
and directors of the Company as a group. Unless otherwise
indicated in the footnotes, the beneficial owner has sole voting
and investment power with respect to the securities beneficially
owned, subject only to community property laws, if applicable.

Number of
Beneficial Owner Shares (1) Percent
- ---------------------------------------------- ---------- -------
Merrill Lynch Asset Management, L. P. (2)(3) 4,000,000 6.05%
P.O. Box 9011
Princeton, NJ 08543

Suhas S. Patil (4) 1,352,560 2.04

Michael L. Hackworth (5) 1,363,784 2.06

Michael L. Canning (6) 403,530 *

William D. Caparelli (7) 298,734 *

Thomas F. Kelly (8) 240,000 *

D. James Guzy (9) 187,782 *

C. Gordon Bell (10) 50,000 *

C. Woodrow Rea, Jr. (11) 31,000 *

Walden C. Rhines (12) 30,000 *

Robert H. Smith (13) 16,250 *

All current executive officers and directors 6,036,628 9.12%
as a group (19 Persons) (14)

* Less than 1%

(1) All options granted under the Amended 1987 Stock Option Plan
and the Amended 1990 Directors' Stock Option Plan (the
"Plans") are immediately exercisable, but shares issued
upon exercise of unvested options are subject to vesting
restrictions. Accordingly, all outstanding options granted
under the Plans are exercisable within sixty (60) days of
the Record Date. See "Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values" table for vested and
unvested shares for the Named Executive Officers.

(2) As reported in the most recent filings with the Securities
and Exchange Commission.

(3) Merrill Lynch & Co., Inc. shares voting and dispositive
power with respect to 4,000,000 shares with Merrill Lynch
Group, Inc., Princeton Services, Inc., Merrill Lynch Asset
Management, L.P. and Merrill Lynch Growth Fund for
Investment and Retirement

(4) Includes (i) 530,000 shares issuable upon exercise of
options held by Dr. Patil exercisable within sixty (60) days
of March 29, 1997 and (ii) 73,400 shares held by family
members and trusts for the benefit of family members, with
respect to which Dr. Patil disclaims beneficial ownership.

(5) Includes 1,090,000 shares issuable upon exercise of options
held by Mr. Hackworth exercisable within sixty (60) days of
March 29, 1997.

(6) Includes 275,348 shares issuable upon exercise of options
held by Dr. Canning exercisable within sixty (60) days of
March 29, 1997.

(7) Includes 249,226 shares issuable upon exercise of options
held by Mr. Caparelli exercisable within sixty (60) days of
March 29, 1997.

(8) Includes 240,000 shares issuable upon exercise of options
held by Mr. Kelly exercisable within sixty (60) days of
March 29, 1997.

(9) Includes 25,000 shares issuable upon exercise of options
held by Mr. Guzy exercisable within sixty (60) days of March
29, 1997. Also includes 162,782 shares held by Arbor
Company, of which Mr. Guzy is President and may therefore be
deemed to be the beneficial owner.

(10) Includes 20,000 shares issuable upon exercise of options
held by Dr. Bell exercisable within sixty (60) days of March
29, 1997.

(11) Includes 25,000 shares issuable upon exercise of options
held by Mr. Rea exercisable within sixty (60) days of March
29, 1997. Mr. Rea is not standing for reelection.

(12) Includes 30,000 shares issuable upon exercise of options
held by Mr. Rhines exercisable within sixty (60) days of
March 29, 1997.

(13) Includes 16,250 shares issuable upon exercise of options
held by Mr. Smith exercisable within sixty (60) days of
March 29, 1997.

(14) Includes 4,130,918 shares issuable upon exercise of options
held by executive officers and directors exercisable within
sixty (60) days of March 29, 1997.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Sam S. Srinivasan retired from the Company in April 1996. The Company
entered into a Retirement Agreement with Mr. Srinivasan in connection
therewith. Mr. Srinivasan had been Chief Financial Officer. Under the
retirement agreement, Mr. Srinivasan received a lump-sum payment equal to
one year's salary, $235,956, plus forgiveness of an outstanding loan and
tax reimbursement therefor totaling $410,281. Mr. Srinivasan's stock
options vested through September 30, 1996. In addition, Mr. Srinivasan had
a consulting agreement to provide services to the Company for a transition
period of three months.

The Company has entered into an agreement with Douglas J. Bartek who
resigned from his position of President, Visual and Systems Interface Company
on April 19, 1996 to assume the CEO position of a divested operation. Under
the agreement, Mr. Bartek received a lump-sum payment equal to one year's
salary, $264,368. He has agreed to provide consulting services to the Company
for a period of up to one year. During the consulting period, certain stock
options held by Mr. Bartek will vest based on the attainment of specific
goals as stated in the consulting agreement and he may receive relocation
benefits in connection with the divested operation.

DESCRIPTION OF CAPITAL STOCK

As of March 29, 1997, the authorized capital stock of the Company
consisted of 140,000,000 shares of Common Stock, no par value, and 5,000,000
shares of Preferred Stock, no par value.

Common Stock

The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the shareholders, except that upon giving the
legally required notice, shareholders may cumulate their votes in the election
of directors. Subject to preferences that may be applicable to any outstanding
Preferred Stock, the holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor. See "Dividend Policy." In
the event of liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior liquidation rights of Preferred Stock,
if any, then outstanding. The Common Stock has no preemptive or conversion
rights or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable.

Preferred Stock

The Preferred Stock is authorized but unissued. The Board of Directors
has the authority to issue the undesignated Preferred Stock in one or more
series and to fix the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued shares of undesignated Preferred Stock
and to fix the number of shares constituting any series and the designations of
such series, without any further vote or action by the shareholders. Although
it has no intention to do so, the Board of Directors, without shareholder
approval, can issue Preferred Stock with voting and conversion rights which
could adversely affect the voting power of the holders of Common Stock. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company.

DESCRIPTION OF THE REGISTRABLE NOTES

The Registrable Notes have been issued under an indenture, dated as
of December 15, 1996, between the Company and State Street Bank and Trust
Company, as Trustee (the "Indenture"). The following summaries of certain
provisions of the Registrable Notes and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Registrable Notes and the Indenture,
including the definitions therein of certain terms that are not otherwise
defined in this Prospectus. Wherever particular provisions or defined terms
of the Indenture (or of the form of Registrable Note that is a part thereof)
are referred to, such provisions or defined terms are incorporated herein by
reference.

General

The Registrable Notes are unsecured general obligations of the
Company subordinate in right of payment to certain other obligations of the
Company as described under "--Subordination," and convertible into Common
Stock as described under "--Conversion Rights." The Registrable Notes will
mature on December 15, 2003, unless earlier redeemed at the option of the
Company or repurchased by the Company at the option of the holder upon the
occurrence of a Change in Control (as defined).

The Registrable Notes bear interest from the most recent date that
interest has been paid, or if no interest has been paid, from December 18,
1996, at 6% per annum. Interest is payable semi-annually on June 15 and
December 15, commencing on June 15, 1997, to holders of record at the close
of business on the preceding June 1 and December 1, respectively. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

Principal will be payable, and the Registrable Notes may be presented
for conversion, registration of transfer and exchange, without service
charge, at the office of the Company maintained by the Company for such
purposes in New York, New York, which shall initially be the office or
agency of the Trustee in New York, New York.

The Indenture does not contain any financial covenants or any
restrictions on the payment of dividends, the repurchase of securities of
the Company or the incurrence of Senior Indebtedness or other indebtedness.
The Indenture contains no covenants or other provisions to afford protection
to holders of Notes in the event of a highly leveraged transaction or a
change in control of the Company except to the extent described under "--
Repurchase at Option of Holders Upon a Change in Control" below.

Conversion Rights

The Holder of any Registrable Note will have the right at the Holders
option, to convert any portion of the principal amount of any Registrable
Note that is an integral multiple of $1,000 into shares of Common Stock at
any time on or after March 18, 1997 and prior to the close of business on
the maturity date, unless previously redeemed or repurchased, at a
conversion rate of 41.2903 shares of Common Stock per $1,000 principal
amount of Notes (the "Conversion Rate") (equivalent to a conversion price of
approximately $24.219 per share of Common Stock), subject to adjustment as
described below. The right to convert a Registrable Note called for
redemption or submitted for repurchase will terminate at the close of
business on the last Business Day prior to the Redemption Date or Repurchase
Date for such Registrable Note, as the case may be. (Section 12.1)

The right of conversion attaching to any Registrable Note may be
exercised by the Holder by delivering the Registrable Note at the office or
agency of the Trustee in the Borough of Manhattan, The City of New York,
accompanied by a duly signed and completed notice of conversion. Such
notice of conversion can be obtained from the Trustee. Beneficial owners of
interests in a Registered Global Note may exercise their right of conversion
by delivering to The Depository Trust Company ("DTC") the appropriate
instruction form for conversion pursuant to DTC's conversion program. Such
notice of conversion can be obtained at the office of any Conversion Agent.
The conversion date will be the date on which the Registrable Note and the
duly signed and completed notice of conversion are so delivered. As
promptly as practicable on or after the conversion date, the Company will
issue and deliver to the Trustee a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together
with payment in lieu of any fraction of a share; such certificate will be
sent by the Trustee to the Conversion Agent for delivery to the Holder.
Such shares of Common Stock issuable upon conversion of the Registrable
Notes, in accordance with the provisions of the Indenture, will be fully
paid and nonassessable and will rank pari passu with the other shares of
Common Stock of the Company outstanding from time to time. Any Registrable
Note surrendered for conversion during the period from the close of business
on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (except Registrable Notes (or portions
thereof) called for redemption on a Redemption Date or repurchaseable on a
Repurchase Date occurring, in either case, within such period (including any
Registrable Notes (or portions thereof) called for redemption on a
Redemption Date or submitted for repurchase on a Repurchase Date that is a
Regular Record Date or Interest Payment Date, as the case may be)) must be
accompanied by payment of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of Registrable Notes being
surrendered for conversion. The interest payable on such Interest Payment
Date with respect to any Registrable Note (or portion thereof, if
applicable) which has been called for redemption on a Redemption Date, or is
repurchaseable on a Repurchase Date, occurring, in either case, during the
period from the close of business on any Regular Record Date next preceding
any Interest Payment Date to the opening of business on such Interest
Payment Date (including any Notes (or portions thereof) called for
redemption on a Redemption Date or submitted for repurchase on a Repurchase
Date that is a Regular Record Date or Interest Payment Date, as the case may
be), which Note (or portion thereof, if applicable) is surrendered for
conversion during such period (or on the last Business Day prior to the
Regular Record Date or Interest Payment Date in the case of a Registrable
Note (or portions thereof) called for redemption or submitted for repurchase
on a Regular Record Date or Interest Payment Date, as the case may be),
shall be paid to the Holder of such Registrable Note being converted in an
amount equal to the interest that would have been payable on such
Registrable Note if such Registrable Note had been converted as of the close
of business on such Interest Payment Date. The interest payable on such
Interest Payment Date in respect of any Registrable Note (or portion
thereof, as the case may be) which has not been called for redemption on a
Redemption Date, or is not eligible for repurchase on a Repurchase Date,
occurring, in either case, during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date, which Registrable Note
(or portion thereof, as the case may be) is surrendered for conversion
during such period, shall be paid to the Holder of such Registrable Note as
of such Regular Record Date. Interest payable in respect of any Registrable
Note surrendered for conversion on or after an Interest Payment Date shall
be paid to the Holder of such Registrable Note as of the next preceding
Regular Record Date, notwithstanding the exercise of the right of
conversion. As a result of the foregoing provisions, Holders that surrender
Registrable Notes for conversion on a date that is not an Interest Payment
Date will not receive any interest for the period from the Interest Payment
Date next preceding the date of conversion to the date of conversion or for
any later period, even if the Registrable Notes are surrendered after a
notice of redemption (except for the payment of interest on Registrable
Notes called for redemption on a Redemption Date or submitted for repurchase
on a Repurchase Date between a Regular Record Date and the Interest Payment
Date to which it relates (including any Registrable Notes (or portions
thereof) called for redemption on a Redemption Date or submitted for
repurchase on a Repurchase Date that is a Regular Record Date or Interest
Payment Date, as the case may be), as provided above). No other payment or
adjustment for interest, or for any dividends in respect of Common Stock,
will be made upon conversion. Holders of Common Stock issued upon conversion
will not be entitled to receive any dividends payable to holders of Common
Stock as of any record time or date before the close of business on the
conversion date. No fractional shares will be issued upon conversion but, in
lieu thereof, an appropriate amount will be paid in cash by the Company
based on the market bid price of Common Stock at the close of business on
the day of conversion. (Sections 2.2, 3.7, 12.2 and 12.3)

A Holder delivering a Registrable Note for conversion will not be
required to pay any taxes or duties in respect of the issue or delivery of
Common Stock on conversion but will be required to pay any tax or duty which
may be payable in respect of any transfer involved in the issue or delivery
of the Common Stock in a name other than that of the Holder of the
Registrable Note. Certificates representing shares of Common Stock will not
be issued or delivered unless all taxes and duties, if any, payable by the
Holder have been paid.

The Conversion Rate is subject to adjustment in certain events,
including, without duplication: (a) dividends (and other distributions)
payable in Common Stock on shares of Common Stock of the Company, (b) the
issuance to all holders of Common Stock of rights, options or warrants
entitling them to subscribe for or purchase Common Stock at less than the
then Current Market Price of such Common Stock (determined as provided in
the Indenture) as of the record date for shareholders entitled to receive
such rights, options or warrants (provided that the Conversion Rate will be
readjusted to the extent any such rights, options or warrants are not
exercised prior to the expiration thereof), (c) subdivisions, combinations
and reclassifications of Common Stock, (d) distributions to all holders of
Common Stock of evidences of indebtedness of the Company, shares of capital
stock, cash or assets (including securities, but excluding those dividends,
rights, options, warrants and distributions referred to above or dividends
and distributions paid exclusively in cash), (e) distributions consisting
exclusively of cash (excluding any cash portion of distributions referred to
in (d) above) to all holders of Common Stock in an aggregate amount that,
combined together with (i) other such all-cash distributions made within the
preceding 12 months in respect of which no adjustment has been made and (ii)
any cash and the fair market value of other consideration payable in respect
of any tender offer by the Company or any of its subsidiaries for Common
Stock concluded within the preceding 12 months in respect of which no
adjustment has been made exceeds 12.5% of the Company's market
capitalization (for this purpose being the product of the Current Market
Price per share of the Common Stock on the record date for such
distribution times the number of shares of Common Stock outstanding) on such
date, and (f) the successful completion of a tender offer made by the
Company or any of its subsidiaries for Common Stock which involves an
aggregate consideration that, together with (i) any cash and other
consideration payable in a tender offer by the Company or any of its
subsidiaries for Common Stock expiring within the 12 months preceding the
expiration of such tender offer in respect of which no adjustment has been
made and (ii) the aggregate amount of any such all-cash distributions
referred to in (e) above to all holders of Common Stock within the 12 months
preceding the expiration of such tender offer in respect of which no
adjustments have been made, exceeds 12.5% of the Company's market
capitalization on the expiration of such tender offer. The Company reserves
the right to make such reductions in the Conversion Rate in addition to
those required in the foregoing provisions as it considers to be advisable
in order that any event treated for United States federal income tax
purposes as a dividend of stock or stock rights will not be taxable to the
recipients. No adjustment of the Conversion Rate will be required to be made
until the cumulative adjustments amount to 1.0% or more of the Conversion
Rate. (Section 12.4) The Company will compute any adjustments to the
Conversion Rate pursuant to this paragraph and will give notice by mail to
Holders of the Registrable Notes of any adjustments. (Section 12.5)

In case of any consolidation or merger of the Company with or into
another Person or any merger of another Person into the Company (other than
a merger which does not result in any reclassification, conversion, exchange
or cancellation of the Common Stock), or in case of any sale, transfer or
lease of all or substantially all of the assets of the Company, each
Registrable Note then outstanding will, without the consent of the Holder of
any Registrable Note, become convertible only into the kind and amount of
securities, cash and other property receivable upon such consolidation,
merger, sale, transfer or lease by a holder of the number of shares of
Common Stock into which such Registrable Note was convertible immediately
prior thereto (assuming such holder of Common Stock failed to exercise any
rights of election and that such Note was then convertible). (Section 12.11)

The Company from time to time may increase the Conversion Rate by
any amount for any period of at least 20 days, in which case the Company
shall give at least 15 days' notice of such increase, if the Board of
Directors has made a determination that such increase would be in the best
interests of the Company, which determination shall be conclusive. No such
increase shall be taken into account for purposes of determining whether the
closing price of the Common Stock exceeds the Conversion Price by 105% in
connection with an event which otherwise would be a Change in Control.
(Section 12.4)

If at any time the Company makes a distribution of property to its
stockholders which would be taxable to such stockholders as a dividend for
United States federal income tax purposes (e.g., distributions of evidences
of indebtedness or assets of the Company, but generally not stock dividends
on common stock or rights to subscribe for common stock) and, pursuant to
the anti-dilution provisions of the Indenture, the number of shares into
which Registrable Notes are convertible is increased, such increase may be
deemed for federal income tax purposes to be the payment of a taxable
dividend to Holders of Registrable Notes. See "United States Taxation --
United States Holders -- Dividends."

Subordination

The payment of the principal of, premium, if any, and interest on
the Registrable Notes (including any Liquidated Damages (as defined)) and
any amounts payable upon the redemption or the repurchase of the Registrable
Notes will be subordinated in right of payment to the extent set forth in
the Indenture to the prior payment in full of the principal of, premium, if
any, interest and other amounts in respect of all Senior Indebtedness of the
Company.

"Senior Indebtedness" is defined in the Indenture to mean: the
principal of (and premium, if any) and interest (including all interest
accruing subsequent to the commencement of any bankruptcy or similar
proceeding, whether or not a claim for post-petition interest is allowable
as a claim in any such proceeding) on, and all fees and other amounts
payable in connection with, the following, whether absolute or contingent,
secured or unsecured, due or to become due, outstanding on the date of the
Indenture or thereafter created, incurred or assumed: (a) indebtedness of
the Company evidenced by credit or loan agreements, notes, bonds,
debentures, or other written obligations, (b) all obligations of the Company
for money borrowed, (c) all obligations of the Company evidenced by a note
or similar instrument given in connection with the acquisition of any
businesses, properties or assets of any kind, (d) obligations of the Company
as lessee (i) under leases required to be capitalized on the balance sheet
of the lessee under generally accepted accounting principles and (ii) under
other leases for facilities, equipment or related assets, whether or not
capitalized, entered into or leased after the date of the Indenture for
financing purposes (as determined by the Company), (e) obligations of the
Company under interest rate and currency swaps, caps, floors, collars, hedge
agreements, forward contracts, or similar agreements or arrangements, (f)
all obligations of the Company with respect to letters of credit, bankers'
acceptances or similar facilities, (g) all obligations of the Company issued
or assumed as the deferred purchase price of property or services (but
excluding trade accounts payable arising in the ordinary course of
business), (h) all obligations of the type referred to in clauses (a)
through (g) above of another Person and all dividends of another Person, the
payment of which, in either case, the Company has assumed or guaranteed, or
for which the Company is responsible or liable, directly or indirectly,
jointly or severally, as obligor, guarantor or otherwise, or which is
secured by a lien on property of the Company, and (i) renewals, extensions,
modifications, replacements, restatements and refundings of, or any
indebtedness or obligation issued in exchange for, any such indebtedness or
obligation described in clauses (a) through (h) of this paragraph; provided,
however, that Senior Indebtedness shall not include the Registrable Notes or
any such indebtedness or obligation if the terms of such indebtedness or
obligation (or the terms of the instrument under which, or pursuant to which
it is issued) expressly provided that such indebtedness or obligation is
not superior in right of payment to the Registrable Notes.

No payment on account of principal of, premium, if any, or interest
on (including any Liquidated Damages), or the redemption or the repurchase
of, the Registrable Notes may be made by the Company if (i) a default in the
payment of principal, premium, if any, or interest (including a default
under any repurchase or redemption obligation) or other amounts with respect
to any Senior Indebtedness occurs and is continuing beyond the applicable
grace period or (ii) any other event of default occurs and is continuing
with respect to Designated Senior Indebtedness (as defined below) that
permits the holders thereof to accelerate the maturity thereof, and the
Trustee receives a notice of such default (a "Payment Blockage Notice")
from the Company, a holder of such Designated Senior Indebtedness or other
person permitted to give such notice under the Indenture. Payments on the
Registrable Notes may and shall be resumed (a) in the case of a payment
default, upon the date on which such default is cured or waived and (b) in
the case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived or 179 days after the date on which
the applicable Payment Blockage Notice is received. No new period of
payment blockage may be commenced unless and until (i) 365 days have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice and
(ii) all scheduled payments of principal, premium, if any, and interest on
the Registrable Notes that have come due have been paid in full in cash. No
nonpayment default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice. "Designated Senior Indebtedness"
means the Company's obligations under the Credit Agreement (as defined) and
any particular Senior Indebtedness in which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related
agreements or documents to which the Company is a party) expressly provides
that such Indebtedness shall be "Designated Senior Indebtedness" for
purposes of the Indenture (provided that such instrument, agreement or other
document may place limitations and conditions on the right of such Senior
Indebtedness to exercise the rights of Designated Senior Indebtedness).
(Sections 1.1 and 13.2) In addition, upon any acceleration of the principal
due on the Registrable Notes as a result of an Event of Default or payment
or distribution of assets of the Company to creditors upon any dissolution,
winding up, liquidation or reorganization, whether voluntary or involuntary,
marshaling of assets, assignment for the benefit of creditors, or in
bankruptcy, insolvency, receivership or other similar proceedings of the
Company, all principal, premium, if any, and interest or other amounts due
on all Senior Indebtedness must be paid in full before the Holders of the
Registrable Notes are entitled to receive any payment. (Sections 13.2 and
13.3) By reason of such subordination, in the event of insolvency, creditors
of the Company who are holders of Senior Indebtedness may recover more,
ratably, than the Holders of the Registrable Notes, and such subordination
may result in a reduction or elimination of payments to the Holders of the
Registrable Notes.

In addition, the Registrable Notes will be structurally subordinated
to all indebtedness and other liabilities (including trade payables and
lease obligations) of the Company's subsidiaries, as any right of the
Company to receive any assets of its subsidiaries upon their liquidation or
reorganization (and the consequent right of the Holders of the Registrable
Notes to participate in those assets) will be effectively subordinated to
the claims of that subsidiary's creditors (including trade creditors and
lessors), except to the extent that the Company itself is recognized as a
creditor of such subsidiary, in which case the claims of the Company would
still be subordinate to any security interest in the assets of such
subsidiary and any indebtedness of such subsidiary senior to that held by
the Company.

As of March 29, 1997, the Company had approximately $139 million
of indebtedness and other liabilities that constituted Senior Indebtedness,
including approximately $41 million of letters of credit. As of March
29, 1997, the Company's subsidiaries had approximately $371 million of
indebtedness and other liabilities (including trade payables and
indebtedness and other liabilities of the Company's manufacturing joint
ventures and excluding intercompany liabilities) as to which the Registrable
Notes have been effectively subordinated. Approximately $43 million of this
amount is also included in the amount of the Company's outstanding Senior
Indebtedness as of March 29, 1997, as set forth above. The Indenture
does not limit the Company's or its subsidiaries' ability to incur Senior
Indebtedness or any other indebtedness or liabilities. The Company expects
from time to time to incur additional indebtedness and other liabilities,
including Senior Indebtedness, and also expects that its subsidiaries will
from time to time incur additional indebtedness and other liabilities. In
particular, the Company anticipates incurring significant obligations, which
may include additional Senior Indebtedness, in connection with its
manufacturing program. See "Risk Factors -- Leverage and Subordination" and
Business -- Manufacturing."

Redemption

The Registrable Notes may not be redeemed at the option of the
Company prior to December 16, 1999. On and after December 16, 1999, the
Registrable Notes may be redeemed, in whole or in part, at the option of the
Company, at the redemption prices specified below, upon not less than 20 nor
more than 60 days' prior notice as provided under "-- Notices" below.

The redemption price (expressed as a percentage of principal amount)
is as follows for the 12-month periods beginning on December 15 of the
following years (or December 16, in the case of 1999):

Year Redemption Price
------- -----------------

1999 . . . . . . . . . . . . . . . 103.429%
2000 . . . . . . . . . . . . . . . 102.571
2001 . . . . . . . . . . . . . . . 101.714
2002 . . . . . . . . . . . . . . . 100.857

and thereafter is equal to 100% of the principal amount, in each case
together with accrued interest to the date of redemption. (Sections 2.2,
11.1, 11.5, 11.7)

No sinking fund is provided for the Registrable Notes.

Payment and Conversion

The principal of Registrable Notes will be payable in U.S. dollars,
against surrender thereof at the office or agency of the Trustee in the
Borough of Manhattan, The City of New York, by dollar check drawn on, or by
transfer to a dollar account (such transfer to be made only to Holders of an
aggregate principal amount of Registrable Notes in excess of U.S.
$2,000,000). Payment of any installment of interest on Registrable Notes
will be made to the Person in whose name such Registrable Notes (or any
predecessor Registrable Note) is registered at the close of business on the
June 1 or the December 1 (whether or not a Business Day) immediately
preceding the relevant Interest Payment Date (a "Regular Record Date").
Payments of such interest will be made by a dollar check mailed to the
Holder at such Holder's registered address or, upon application by the
Holder thereof to the Trustee not later than the applicable Regular Record
Date, by transfer to a dollar account (such transfer to be made only to
Holders of an aggregate principal amount of Notes in excess of U.S.
$2,000,000). No transfer to a dollar account will be made unless the Trustee
has received written wire instructions not less than 15 days prior to the
relevant payment date. (Section 2.2)

Any payment on the Registrable Notes due on any day which is not a
Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
due date, and no interest shall accrue on such payment for the period from
and after such date. "Business Day", when used with respect to any place of
payment, place of conversion or any other place, as the case may be, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in such place of payment, place of conversion or
other place, as the case may be, are generally authorized or obligated by
law or executive order to close; provided, however, that a day on which
banking institutions in San Jose, California, Boston, Massachusetts, New
York, New York or London, England are generally authorized or obligated by
law or executive order to close shall not be a Business Day for certain
purposes. (Sections 1.1 and 2.2)

Registrable Notes may be surrendered for conversion at the office or
agency of the Trustee in the Borough of Manhattan, The City of New York.
Registrable Notes surrendered for conversion must be accompanied by
appropriate notices and any payments in respect of interest or taxes, as
applicable, as described above under "-- Conversion Rights". (Sections 2.2
and 12.2)

The Company has initially appointed the Trustee as Paying Agent and
Conversion Agent. The Company may at any time terminate the appointment of
any Paying Agent or Conversion Agent and appoint additional or other Paying
Agents and Conversion Agents, provided that until the Registrable Notes have
been delivered to the Trustee for cancellation, or moneys sufficient to pay
the principal of, premium, if any, and interest on the Registrable Notes
have been made available for payment and either paid or returned to the
Company as provided in the Indenture, it will maintain an office or agency
in the Borough of Manhattan, The City of New York for surrender of
Registrable Notes for conversion, which shall initially be an office or
agency of the Trustee as provided in the Indenture. Notice of any such
termination or appointment and of any change in the office through which any
Paying Agent or Conversion Agent will act will be given in accordance with
"-- Notices" below. (Section 10.2)

All moneys deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of principal of, premium, if
any, or interest on any Registrable Notes which remain unclaimed at the end
of two years after such payment has become due and payable will be repaid to
the Company, and the Holder of such Registrable Note will thereafter look
only to the Company for payment thereof. (Section 10.3).

Repurchase at Option of Holders Upon a Change in Control

If a Change in Control (as defined) occurs, each Holder of
Registrable Notes shall have the right, at the Holder's option, to require
the Company to repurchase all of such Holder's Registrable Notes not
theretofore called for redemption, or any portion of the principal amount
thereof that is $1,000 or an integral multiple of $1,000 in excess thereof,
on the date (the "Repurchase Date") that is 45 days after the date of the
Company Notice (as defined), at a price equal to 100% of the principal
amount of the Registrable Notes to be repurchased, together with interest
accrued to the Repurchase Date (the "Repurchase Price"). (Section 14.1)

The Company may, at its option, in lieu of paying the Repurchase
Price in cash, pay the Repurchase Price in Common Stock valued at 95% of the
average of the closing bid prices of the Common Stock for the five trading
days immediately preceding the second trading day prior to the Repurchase
Date; provided that payment may not be made in Common Stock unless the
Company satisfies certain conditions with respect to such payment prior to
the Repurchase Date as provided in the Indenture. (Sections 14.1 and 14.2)

Within 30 days after the occurrence of a Change in Control, the
Company is obligated to give to all Holders of the Registrable Notes notice,
as provided in the Indenture (the "Company Notice"), of the occurrence of
such Change in Control and of the repurchase right arising as a result
thereof, or, at the request of the Company on or before the 15th day after
the occurrence, the Trustee shall give the Company Notice. The Company must
also deliver a copy of the Company Notice to the Trustee. To exercise the
repurchase right, a Holder of Registrable Notes must deliver on or before
the 30th day after the date of the Company Notice irrevocable written notice
to the Trustee of the Holder's exercise of such right, together with the
Registrable Notes with respect to which the right is being exercised.
(Section 14.3)

A "Change in Control" shall be deemed to have occurred at such time
after the original issuance of the Registrable Notes as there shall occur:

(i) the acquisition by any Person (including any syndicate or
group deemed to be a "person" under Section 13(d)(3) of the Exchange Act)
of beneficial ownership, directly or indirectly, through a purchase, merger
or other acquisition transaction or series of transactions, of shares of
capital stock of the Company entitling such Person to exercise 50% or more
of the total voting power of all shares of capital stock of the Company
entitled to vote generally in elections of directors, other than any such
acquisition by the Company, any subsidiary of the Company or any employee
benefit plan of the Company; or

(ii) any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the
Company, or any sale or transfer of all or substantially all of the assets
(other than to a wholly-owned Subsidiary of the Company) of the Company to
any other Person (other than (a) any such transaction pursuant to which the
holders of 50% or more of the total voting power of all shares of capital
stock of the Company entitled to vote generally in elections of directors
immediately prior to such transaction have, directly or indirectly, at least
50% or more of the total voting power of all shares of capital stock of the
continuing or surviving corporation entitled to vote generally in elections
of directors of the continuing or surviving corporation immediately after
such transaction and (b) a merger (x) which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares
of capital stock of the Company or (y) which is effected solely to change
the jurisdiction of incorporation of the Company and results in a
reclassification, conversion or exchange of outstanding shares of Common
Stock into solely shares of common stock); provided, however, that a Change
in Control shall not be deemed to have occurred if either (a) the closing
price per share of the Common Stock for any five trading days within the
period of 10 consecutive trading days ending immediately after the later of
the Change in Control or the public announcement of the Change in Control
(in the case of a Change in Control under clause (i) above) or the period of
10 consecutive trading days ending immediately before the Change in Control
(in the case of a Change in Control under clause (ii) above) shall equal or
exceed 105% of the Conversion Price of the Registrable Notes in effect on
each such trading day, or (b) all of the consideration (excluding cash
payments for fractional shares and cash payments made pursuant to
dissenters' appraisal rights) in a merger or consolidation constituting the
Change in Control described in clause (i) and/or clause (ii) above consists
of shares of common stock traded on a national securities exchange or quoted
on the Nasdaq National Market (or will be so traded or quoted immediately
following the Change in Control) and as a result of such transaction or
transactions the Notes become convertible solely into such common stock. The
"Conversion Price" is equal to $1,000 divided by the Conversion Rate.
"Beneficial Owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act, as in effect on the
date of execution of the Indenture. "Person" includes any syndicate or group
which would be deemed to be a "person" under section 13(d)(3) of the
Exchange Act. (Section 14.4)

Rule 13e-4 under the Exchange Act requires the dissemination of
certain information to security holders in the event of an issuer tender
offer and may apply in the event that the repurchase option becomes
available to Holders of the Registrable Notes. The Company will comply with
this rule to the extent applicable at that time.

The Company may, to the extent permitted by applicable law, at any
time purchase Registrable Notes in the open market or by tender at any price
or by private agreement. Any Registrable Note so purchased by the Company
may, to the extent permitted by applicable law and subject to restrictions
contained in the Purchase Agreement, be reissued or resold or may, at the
Company's option, be surrendered to the Trustee for cancellation. Any
Registrable Notes surrendered as aforesaid may not be reissued or resold and
will be canceled promptly.

The foregoing provisions would not necessarily afford Holders of the
Registrable Notes protection in the event of highly leveraged or other
transactions involving the Company that may adversely affect Holders.

The Company's ability to repurchase Notes upon the occurrence of a
Change in Control is subject to limitations. There can be no assurance that
the Company would have the financial resources, or would be able to arrange
financing, to pay the Repurchase Price for all the Notes that might be
delivered by Holders of Notes seeking to exercise the repurchase right.
Moreover, although under the Indenture the Company may elect, subject to
satisfaction of certain conditions, to pay the repurchase price for the
Notes using shares of Common Stock, [the terms of the existing Company's
Credit Agreement prohibit the repurchase of Notes by the Company or its
subsidiaries in cash or any other form of payment including shares of Common
Stock], and the Company's ability to repurchase Notes may be limited or
prohibited by the terms of any future borrowing arrangements, including
Senior Indebtedness existing at the time of a Change in Control. The
Company's ability to repurchase Notes with cash may also be limited by the
terms of its subsidiaries' borrowing arrangements due to dividend
restrictions. Any failure by the Company to repurchase the Notes when
required following a Change in Control would result in an Event of Default
under the Indenture whether or not such repurchase is permitted by the
subordination provisions of the Indenture. (Section 5.1) Any such default
may, in turn, cause a default under Senior Indebtedness of the Company.
Moreover, the occurrence of a Change in Control would result in an event of
default under the Company's Credit Agreement and may cause an event of
default under terms of other Senior Indebtedness of the Company. As a
result, in each case, any repurchase of the Notes would, absent a waiver, be
prohibited under the subordination provisions of the Indenture until the
Senior Indebtedness is paid in full. In addition, the Company's repurchase
of Notes as a result of the occurrence of a Change in Control may be
prohibited or limited by, or create an event of default under, the terms of
agreements related to borrowings which the Company may enter into from time
to time, including agreements relating to Senior Indebtedness. See "--
Subordination" and "Risk Factors -- Leverage and Subordination."

Mergers and Sales of Assets by the Company

The Company may not consolidate with or merge into any other Person
(in a transaction in which the Company is not the surviving corporation) or
convey, transfer, sell or lease its properties and assets substantially as
an entirety to any Person, unless (a) the Person formed by such
consolidation or into or with which the Company is merged or the Person to
which the properties and assets of the Company are so conveyed, transferred,
sold or leased shall be a corporation, limited liability company,
partnership or trust organized and existing under the laws of the United
States, any State thereof or the District of Columbia and, if other than the
Company, shall expressly assume the payment of the principal of, premium, if
any, and interest on the Notes and the performance of the other covenants of
the Company under the Indenture, and (b) immediately after giving effect to
such transaction, no Event of Default, and no event that after notice or
lapse of time or both, would become an Event of Default, shall have occurred
and be continuing. (Section 7.1)

Events of Default

The following will be Events of Default under the Indenture: (a)
failure to pay principal of or premium, if any, on any Note when due,
whether or not such payment is prohibited by the subordination provisions of
the Notes and the Indenture; (b) failure to pay any interest (including any
Liquidated Damages) on any Note when due, continuing for 30 days, whether
or not such payment is prohibited by the subordination provisions of the
Notes and the Indenture; (c) failure to provide a Company Notice in the
event of a Change in Control, whether or not the payment of the Repurchase
Price is prohibited by the subordination provisions of the Notes and the
Indenture; (d) failure to perform any other covenant of the Company in the
Indenture, continuing for 60 days (plus an additional 60 days in the case of
defaults subject to cure, provided the Company commences such cure within
the initial 60 days and is diligently pursuing such cure) after written
notice as provided in the Indenture; (e) any indebtedness for money borrowed
by the Company in an outstanding principal amount in excess of $20,000,000
is not paid at final maturity or upon acceleration thereof and such default
in payment or acceleration is not cured or rescinded within 30 days after
written notice as provided in the Indenture; and (f) certain events of
bankruptcy, insolvency or reorganization. (Section 5.1) Subject to the
provisions of the Indenture relating to the duties of the Trustee in case an
Event of Default shall occur and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders shall
have offered to the Trustee reasonable indemnity. (Section 6.3) Subject to
compliance with all rules or laws and the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Notes will have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee. (Section 5.12)

If an Event of Default (other than as specified in clause (f) above)
shall occur and be continuing, either the Trustee or the Holders of at least
25% in principal amount of the Outstanding Notes may accelerate the maturity
of all Notes; provided, however, that after such acceleration but before a
judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of Outstanding Notes may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of principal of the Notes which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in the Indenture. If an Event of Default as specified in clause (f)
above occurs and is continuing, then the principal of, and accrued interest
on, all the Notes shall ipso facto become immediately due and payable
without any declaration or other act on the part of the Holders of the Notes
or the Trustee. (Section 5.2) For information as to waiver of defaults, see
"-- Meetings, Modification and Waiver."

No Holder of any Registrable Note will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default and the Holders of at least 25% in
aggregate principal amount of the Outstanding Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Outstanding Notes
a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 5.7) However, such
limitations do not apply to a suit instituted by a Holder of a Registrable
Note for the enforcement of payment of the principal of, premium, if any, or
interest on such Registrable Note (including Liquidated Damages, if any) on
or after the respective due dates expressed in such Registrable Note or of
the right to convert such Registrable Note in accordance with the Indenture.
(Section 5.8)

The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section
10.9)

Meetings, Modification and Waiver

The Indenture contains provision for convening meetings of the
Holders of Notes to consider matters affecting their interests. (Article
IX)

Certain limited modifications of the Indenture may be made without
the necessity of obtaining the consent of the Holders of the Notes. Other
modifications and amendments of the Indenture may be made, and certain past
defaults by the Company may be waived, either (i) with the written consent
of the Holders of not less than a majority in aggregate principal amount of
the Notes at the time Outstanding or (ii) by the adoption of a resolution,
at a meeting of Holders of the Notes at which a quorum is present, by the
Holders of the lesser of (a) not less than a majority in aggregate principal
amount of the Notes at the time Outstanding and (b) at least 66 2/3% in
aggregate principal amount of the Notes represented at such meeting.
However, no such modification or amendment may, without the consent of the
Holder of each Outstanding Note affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of interest on, any Note,
(b) reduce the principal amount of, or the premium, if any, or interest on,
any Note, (c) reduce the amount payable upon a redemption or mandatory
repurchase, (d) modify the provisions with respect to the repurchase right
of the Holders in a manner adverse to the Holders, (e) change the place or
currency of payment of principal of, premium, if any, or interest on, any
Note (including any payment of Liquidated Damages or the Redemption Price or
the Repurchase Price in respect of such Note), (f) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note, (g) modify the obligation of the Company to maintain an office or
agency in New York City, (h) except as otherwise permitted or contemplated
by provisions concerning consolidation, merger, conveyance, transfer, sale
or lease of all or substantially all of the property and assets of the
Company, adversely affect the right of Holders to convert any of the Notes
other than as provided in the Indenture, (i) modify the subordination
provisions in a manner adverse to the Holders of the Notes, (j) reduce the
above-stated percentage of Outstanding Notes necessary to modify or amend
the Indenture, (k) reduce the percentage of aggregate principal amount of
Outstanding Notes necessary for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults, (l) reduce the
percentage in aggregate principal amount of Outstanding Notes required for
the adoption of a resolution or the quorum required at any meeting of
Holders of Notes at which a resolution is adopted, (m) modify the obligation
of the Company to deliver information required under Rule 144A to permit
resales of Notes and Common Stock issuable upon conversion thereof in the
event the Company ceases to be subject to certain reporting requirements
under the United States securities laws or (n) modify the obligations of the
Company not to resell the Notes and to use its reasonable efforts to prevent
its affiliates from reselling the Notes. (Sections 8.2 and 5.13). The
quorum at any meeting called to adopt a resolution will be Persons holding
or representing a majority in aggregate principal amount of the Notes at the
time Outstanding and, at any reconvened meeting adjourned for lack of a
quorum, 25% of such aggregate principal amount. (Section 9.4)

The Holders of a majority in aggregate principal amount of the
Outstanding Notes may waive compliance by the Company with certain
restrictive provisions of the Indenture by written consent or by the
adoption of a resolution at a meeting. (Section 10.13) The Holders of a
majority in aggregate principal amount of the Outstanding Notes also may
waive any past default under the Indenture, except a default in the payment
of principal, premium, if any, or interest, by written consent.
(Section 5.13)

Registration Rights

In connection with the Original Offering, the Company entered into a
registration rights agreement with the Initial Purchasers (the
"Registration Agreement") pursuant to which the Company agreed to, at the
Company's expense for the benefit of the Holders of the Registrable Notes
and the shares of Common Stock issuable upon conversion thereof (together,
the "Registrable Securities"), (i) file with the Commission within 90 days
after the date of original issuance of the Registrable Notes, a registration
statement (the "Shelf Registration Statement") covering resales of the
Registrable Securities, (ii) use reasonable efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act
within 180 days after the date of original issuance of the Registrable Notes
and (iii) use reasonable efforts to keep effective the Shelf Registration
Statement until three years after the date of the original issuance of the
Registrable Notes or such earlier date as all Registrable Securities shall
have been disposed of or on which all Registrable Securities held by persons
that are not affiliates of the Company may be resold without registration
pursuant to Rule 144(k) under the Securities Act (the "Effectiveness
Period"). The Company will be permitted to suspend the use of this
Prospectus which is part of this Shelf Registration Statement in connection
with the sales of the Registrable Securities during certain periods of time
under certain circumstances relating to pending corporate developments,
public filing with the Commission and other events. The Company will
provide to each holder of Registrable Securities copies of this Prospectus
that is a part of this Shelf Registration Statement, notify each holder
when this Shelf Registration Statement has become effective and take certain
other actions as are required to permit public resales of the Registrable
Securities. A holder of Registrable Securities that sells such Registrable
Securities pursuant to this Shelf Registration Statement will be required to
be named as a selling security holder in the related prospectus and to
deliver a prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales
and will be bound by the provisions of the Registration Agreement, including
certain indemnification obligations.

In the event that this Shelf Registration Statement ceases to be
effective for more than 90 days or the Company suspends the use of this
Prospectus which is a part hereof for more than 90 days, whether or not
consecutive, during any 12-month period then the interest rate borne by
Registrable Notes will increase by an additional one-half of one percent
(0.50%) per annum from the 91st day of the applicable 12-month period this
Shelf Registration Statement ceases to be effective or the Company suspends
the use of this Prospectus which is a part thereof, as the case may be,
until the earlier of such time as (i) this Shelf Registration Statement or
another Shelf Registration Statement again becomes effective, (ii) the use
of the related Prospectus ceases to be suspended or (iii) the Effectiveness
Period expires. Registrable Securities that have been sold pursuant to this
Shelf Registration Statement or Rule 144 prior to the occurrence of a
Registration Default will not be entitled to Liquidated Damages.

Book-Entry; Delivery and Form; Global Certificates

The Registrable Notes may be represented by one or more fully
registered global notes (the "Global Note") as well as Registrable Notes in
definitive form registered in the name of individual purchasers or their
nominees. Each such Global Note will be deposited upon issuance with, or
on behalf of, DTC and registered in the name of DTC or its nominee (the
"Global Note Registered Owner") or will remain in the custody of the Trustee
pursuant to a FAST Balance Certificate Agreement between DTC and the
Trustee. Except as set forth below, the Global Note may be transferred, in
whole and not in part, only to another nominee of DTC or to a successor of
DTC or its nominee.

DTC is a limited purpose trust company organized under the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC was created to hold securities for its participant
organizations (collectively, the "Participants") and to facilitate the
clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly (collectively, the "Indirect Participants"). Persons who are not
Participants may beneficially own securities held by or on behalf of DTC
only through the Participants or the Indirect Participants. The ownership
interest and transfer of ownership interest of each actual purchaser of each
security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

Pursuant to procedures established by DTC, (i) upon deposit of the
Global Note, DTC will credit the accounts of Participants with portions of
the principal amount of the Global Note and (ii) ownership of such interests
in the Global Note will be shown on, and the transfer of ownership thereof
will be effected only through, records maintained by DTC (with respect to
the Participants) or by the Participants and the Indirect Participants (with
respect to other owners of beneficial interests in the Global Note). The
laws of some states require that certain persons take physical delivery in
definitive form of securities that they own. Consequently, the ability to
transfer Registrable Notes will be limited to that extent.

Except as described below, owners of interests in the Global Note
will not have Registrable Notes registered in their names, will not receive
physical delivery of Registrable Notes in definitive form and will not be
considered the registered owners thereof under the Indenture for any
purpose.

None of the Company, the Trustee, nor any agent of the Company or
the Trustee will have any responsibility or liability for (i) any aspect of
DTC's records or any Participant's records relating to or payments made on
account of beneficial ownership interests in the Global Note, or for
maintaining, supervising or reviewing any of DTC's records or any
Participant's records relating to the beneficial ownership interests in the
Global Note or (ii) any other matter relating to the actions and practices
of DTC's or any of its Participants.

Payments in respect of the principal of, premium, if any, and
interest on any Registrable Notes registered in the name of the Global Note
Registered Owner on any relevant record date will be payable by the Trustee
to the Global Note Registered Owner in its capacity as the registered holder
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the person in whose names the Registrable Notes,
including the Global Note, are registered as the owners thereof for the
purpose of receiving such payments and for any and all other purposes
whatsoever. Consequently, neither the Company, the Trustee, nor any agent
of the Company or the Trustee has nor will have any responsibility or
liability for the payment of such amounts to beneficial owners of the
Registrable Notes or for any other matter relating to actions or practices
of DTC or any of its Participants. The Company understands that DTC's
current practice, upon receipt of any payment in respect of securities such
as the Registrable Notes (including principal and interest), is to credit
the accounts of the relevant Participants with the payment on the payment
date, in amounts proportionate to their respective holdings in principal
amount of beneficial interests in the relevant security as shown on the
records of DTC (unless DTC has reason to believe it will not receive payment
on such payment date). Payments by the Participants and the Indirect
Participants to the beneficial owners of Registrable Notes will be governed
by standing instructions and customary practices and will be the
responsibility of Participants or the Indirect Participant, and the
beneficial owners and not the responsibility of the DTC, the Trustee or the
Company. Neither the Company nor the Trustee will be liable for any delay
by DTC or any of its Participants in identifying the beneficial owners of
the Registrable Notes, and the Company and the Trustee may conclusively rely
on and will be protected in relying on instructions from the Global Note
Registered Owner for all purposes.

So long as DTC, or its nominee, is the registered owner or holder of
a Global Note, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Registrable Notes represented by such Global
Note for all purposes under the Indenture and the Registrable Notes. No
beneficial owner of an interest in a Global Note will be able to transfer
the interest except in accordance with DTC's applicable procedures, in
addition to those provided for under the Indenture. Transfers between
Participants in DTC will be effected in the ordinary way in accordance with
DTC rules.

The Company expects that DTC will take any action permitted to be
taken by a holder of Registrable Notes (including the presentation of
Registrable Notes for exchange as described below) only at the direction of
one or more Participants to whose account the DTC interests in a Global Note
is credited and only in respect of such portion of the aggregate principal
amount of the Registrable Notes as to which such Participant or Participants
has or have given such direction.

Although the Company expects that DTC will agree to the foregoing
procedures in order to facilitate transfers of interests in a Global Note
among Participants of DTC, it is under no obligation to perform or continue
to perform such procedures, and such procedures may be discontinued at any
time. Neither the Company nor the Trustee will have any responsibility for
the performance by DTC or its Participants or Indirect Participants of their
respective obligations under the rules and procedures governing their
operations.

If DTC is at any time unwilling or unable to continue as a depositary
for a Global Note and a successor depositary is not obtained, the Company
will issue definitive certificated Registrable Notes in exchange for a
Global Note. Such definitive certificated Registrable Notes shall be
registered in names of the owners of the beneficial interests in the Global
Note as provided by the Participants. Notes issued in definitive
certificated form will be fully registered, without coupons, in minimum
denominations of $1,000 and integral multiples of $1,000 above that amount.
Upon issuance of Registrable Notes in definitive certificated form, the
Trustee is required to register the Registrable Notes in the name of, and
cause the Registrable Notes to be delivered to, the person or persons (or
the nominee thereof) identified as the beneficial owner as DTC shall
direct.

The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.

Transfer and Exchange

A holder may transfer or exchange Registrable Notes in accordance
with the Indenture. The Registrar and the Trustee may require a holder,
among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a holder to pay any taxes and fees
required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any Registrable Note selected for redemption. Also,
the Company is not required to transfer or exchange any Registrable Note for
a period of 15 days before a selection of Registrable Notes to be redeemed.

The registered holder of a Registrable Note will be treated as the
owner of it for all purposes.

Title

The Company, the Trustee, any Paying Agent and any Conversion Agent
may treat the registered owner (as reflected in the Security Register) of
any Registrable Note as the absolute owner thereof (whether or not such Note
shall be overdue) for the purpose of making payment and for all other
purposes. (Section 2.2)

Notices

Notice to Holders of the Registrable Notes will be given by mail to
the addresses of such Holders as they appear in the Security Register. Such
notices will be deemed to have been given on the date of such mailing.
(Sections 1.1 and 1.6)

Notice of a redemption of Registrable Notes will be given at least
once not less than 20 nor more than 60 days prior to the redemption date
(which notice shall be irrevocable) and will specify the redemption date.

Replacement of Notes

Registrable Notes that become mutilated, destroyed, stolen or lost
will be replaced by the Company at the expense of the Holder upon delivery
to the Trustee of the Registrable mutilated Notes or evidence of the loss,
theft or destruction thereof satisfactory to the Company and the Trustee. In
the case of a lost, stolen or destroyed Registrable Note, indemnity
satisfactory to the Trustee and the Company may be required at the expense
of the Holder of such Registrable Note before a replacement Note will be
issued. (Section 3.6)

Governing Law

The Indenture and the Notes will be governed by and construed in
accordance with the laws of the State of New York, United States of
America. (Section 1.11)

The Trustee

In case an Event of Default shall occur (and shall not be cured), the
Trustee will be required to use the degree of care of a prudent person in
the conduct of his own affairs in the exercise of its powers. Subject to
such provisions, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request of any of the
Holders of Registrable Notes, unless they shall have offered to the Trustee
reasonable security or indemnity. (Sections 6.1 and 6.3)

Notes Issued in Reliance upon Regulation S

The Notes issued in the Original Offering in reliance upon Regulation
S (the "Regulation S Notes") are not being registered pursuant to the
Registration Statement of which this Prospectus forms a part. The
Regulation S Notes issued under the Indenture are governed by substantially
similar terms as the Registrable Notes, except with respect to certain
mechanical provisions relating to form and denomination, payment and
conversion, redemption for taxation reasons and payments of additional
amounts. For a complete description of the terms and conditions of the
Regulation S Notes, see the detailed provisions of the Indenture.

UNITED STATES TAXATION

The following is a summary of certain material United States federal
income and estate tax considerations relating to the purchase, ownership and
disposition of the Notes and of Common Stock into which Notes may be
converted, but does not purport to be a complete analysis of all the
potential tax considerations relating thereto. This summary is based on the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
the applicable Treasury Regulations promulgated or proposed thereunder
("Treasury Regulations"), judicial authority and current administrative
rulings and practice, all of which are subject to change, possibly on a
retroactive basis. This summary deals only with holders that will hold
Registrable Notes and Common Stock into which Registrable Notes may be
converted as "capital assets" (within the meaning of Section 1221) and does
not address tax considerations applicable to investors that may be subject
to special tax rules, such as banks, tax-exempt organizations, insurance
companies, dealers in securities or currencies, persons that will hold
Registrable Notes as a position in a hedging transaction, "straddle" or
"conversion transaction" for tax purposes, or persons that have a
"functional currency" other than the U.S. dollar. This summary discusses
the tax considerations applicable to the initial purchasers of the
Registrable Notes who purchase the Registrable Notes at their "issue price"
as defined in Section 1273 of the Code and does not discuss the tax
considerations applicable to subsequent purchasers of the Registrable Notes.
The Company has not sought any ruling from the Internal Revenue Service
("IRS") with respect to the statements made and the conclusions reached in
the following summary, and there can be no assurance that the IRS will agree
with such statements and conclusions. INVESTORS CONSIDERING THE PURCHASE OF
NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION
OF THE UNITED STATES FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY
STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX
TREATY.

United States Holders

As used herein, the term "United States Holder" means the beneficial
owner of a Note or Common Stock that for United States federal income tax
purposes is (i) a citizen or resident of the United States, (ii) treated as
a domestic corporation or domestic partnership, or (iii) an estate or trust
that is subject to United States federal income taxation on a net income
basis in respect of the Registrable Notes or Common Stock.

Payment of Interest

Interest on a Note generally will be includable in the income of a
United States Holder as ordinary income at the time such interest is
received or accrued, in accordance with such Holder's method of accounting
for United States federal income tax purposes. The Registrable Notes will
not have original issue discount.

Sale, Exchange or Redemption of the Notes

Upon the sale, exchange or redemption of a Registrable Note, a United
States Holder generally will recognize capital gain or loss equal to the
difference between (i) the amount of cash proceeds and the fair market value
of any property received on the sale, exchange or redemption (except to the
extent such amount is attributable to accrued interest income, which is
taxable as ordinary income) and (ii) such Holder's adjusted tax basis in the
Registrable Note. A United States Holder's adjusted tax basis in a
Registrable Note generally will equal the cost of the Registrable Note to
such Holder, less any principal payments received by such Holder. Such
capital gain or loss will be long-term capital gain or loss if the United
States Holder's holding period in the Registrable Note is more than one year
at the time of sale, exchange or redemption.

Conversion of the Notes

A United States Holder generally will not recognize any income, gain
or loss upon conversion of a Registrable Note into Common Stock, except with
respect to cash received in lieu of a fractional share of Common Stock.
Such Holder's tax basis in the Common Stock received on conversion of a
Registrable Note will be the same as such Holder's adjusted tax basis in the
Registrable Note at the time of conversion (reduced by any basis allocable
to a fractional share interest), and the holding period for the Common Stock
received on conversion will generally include the holding period of the
Registrable Note converted.

Cash received in lieu of a fractional share of Common Stock upon
conversion will be treated as a payment in exchange for the fractional share
of Common Stock. Accordingly, the receipt of cash in lieu of a fractional
share of Common Stock generally will result in capital gain or loss
(measured by the difference between the cash received for the fractional
share and the United States Holder's adjusted tax basis in the fractional
share).

Dividends

The amount of any distribution by the Company in respect of the
Common Stock will be equal to the amount of cash and the fair market value,
on the date of distribution, of any property distributed. Generally,
distributions will be treated as a dividend, subject to tax as ordinary
income, to the extent of the Company's current or accumulated earnings and
profits, then as a tax-free return of capital to the extent of the Holder's
tax basis in the Common Stock and thereafter as gain from the sale of
exchange of such stock.

In general, a dividend distribution to a corporate United States
Holder will qualify for the 70% dividends received deduction if the Holder
owns less than 20% of the voting power and value of the Company's stock
(other than any non-voting, non-convertible, non-participating preferred
stock). A corporate United States Holder that owns 20% or more of the
voting power and value of the Company's stock (other than any non-voting,
non-convertible, non-participating preferred stock) generally will qualify
for an 80% dividends received deduction. The dividends received deduction
is subject, however, to certain holding period, taxable income and other
limitations.

If at any time (i) the Company makes a distribution of cash or
property to its stockholders or purchases Common Stock and such distribution
or purchase would be taxable to such stockholders as a dividend for United
States federal income tax purposes (e.g., distributions of evidences of
indebtedness or assets of the Company, but generally not stock dividends or
rights to subscribe for Common Stock) and, pursuant to the anti-dilution
provisions of the Indenture, the Conversion Rate of the Registrable Notes is
increased, or (ii) the Conversion Rate of the Registrable Notes is increased
at the discretion of the Company, such increase in Conversion Rate may be
deemed to be the payment of a taxable dividend to United States Holders of
Registrable Notes (pursuant to Section 305 of the Code). Such Holders of
Registrable Notes could therefore have taxable income as a result of an
event pursuant to which they received no cash or property.

Sale of Common Stock

Upon the sale or exchange of Common Stock, a United States Holder
generally will recognize capital gain or loss equal to the difference
between (i) the amount of cash and the fair market value of any property
received upon the sale or exchange and (ii) such Holder's adjusted tax basis
in the Common Stock. Such capital gain or loss will be long-term if the
United States Holder's holding period in the Common Stock is more than one
year at the time of the sale or exchange. A United States Holder's basis and
holding period in Common Stock received upon conversion of a Registrable Note
are determined as discussed above under "-- Conversion Rights".

Information Reporting and Backup Withholding Tax

In general, information reporting requirements will apply to payments
of principal, premium, if any, and interest on a Registrable Note, payments
of dividends on Common Stock, payments of the proceeds of the sale of a
Registrable Note and payments of the proceeds of the sale of Common Stock to
certain noncorporate United States Holders. The payor will be required to
withhold backup withholding tax at the rate of 31% if (a) the payee fails to
furnish a taxpayer identification number ("TIN") to the payor or establish
an exemption from backup withholding, (b) the IRS notifies the payor that
the TIN furnished by the payee is incorrect, (c) there has been a notified
payee underreporting with respect to interest, dividends or original issue
discount described in Section 3406(c)of the Code or (d) there has been a
failure of the payee to certify under the penalty of perjury that the payee
is not subject to backup withholding under the Code. Any amounts withheld
under the backup withholding rules from a payment to a United States Holder
will be allowed as a credit against such Holder's United States federal
income tax and may entitle the Holder to a refund, provided that the
required information is furnished to the IRS.

SELLING SECURITYHOLDERS

The Registrable Notes offered hereby were originally issued by the
Company and sold by the Initial Purchasers, in a transaction exempt from
the registration requirements of the Securities Act, to persons reasonably
believed by such initial purchaser to be "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act), or other institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act. An additional $19,275,000 aggregate principal
amount of Notes were issued in the Original Offering by the Company and
sold by the Initial Purchasers in compliance with the provisions of
Regulation S under the Securities Act. The Selling Securityholders (which
term includes their transferees, pledgees, donees or their successors) may
from time to time offer and sell pursuant to this Prospectus any or all of
the Registrable Notes and Common Stock issued upon conversion of the
Registrable Notes.

The following table sets forth information with respect to the
Selling Securityholders and the respective principal amounts of Registrable
Notes beneficially owned by each Selling Securityholder that may be offered
pursuant to this Prospectus. Such information has been obtained from the
Selling Securityholders. None of the Selling Securityholders has, or within
the past three years has had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates,
except as noted below. Because the Selling Securityholders may offer all or
some portion of the Registrable Notes or the Common Stock issuable upon
conversion thereof pursuant to this Prospectus, no estimate can be given as
to the amount of the Registrable Notes or the Common Stock issuable upon
conversion thereof that will be held by the Selling Holders upon termination
of any such sales. In addition, the Selling Securityholders identified
below may have sold, transferred or otherwise disposed of all or a portion
of their Registrable Notes since the date on which they provided the
information regarding their Registrable Notes in transactions exempt from
the registration requirements of the Securities Act.

From time to time, Goldman, Sachs & Co. or its affiliate provided,
and they continue to provide, investment banking services to the Company,
for which they received or will receive customer fees. None of the other
Selling Securityholders has had any position, office or other materials
relationship with the Company or its affiliates within the last three
years.

Principal Amount Number of Shares of Common Stock
of Registrable -----------------------------------
Notes
Beneficially Offered Selling
Owned and Beneficially Holder Hereby
Name Offered Hereby Owned (1)(2) (2)(3)(4)
- ---------------- ---------------- ------------ ---------------
Entity
affiliated with
Merrill Lynch(5) 133,500,000 5,512,201 5,512,201

First Boston
Corporation 11,790,000 486,808 486,808

Fidelity
Investments 11,090,000 457,905 457,905

Northwestern
Mutual Life
Insurance Co 11,000,000 454,189 454,189

Highbridge
Capital
Corporation 2,750,000 113,547 113,547

Lutheran
Brotherhood
Research
Corporation 2,350,000 97,031 97,031

Prudential
Equity
Management
Association 2,000,000 82,580 82,580

Smith
Barney, Inc. 1,800,000 74,322 74,322

Lutheran
Brotherhood
Research
Corporation 1,650,000 68,128 68,128

Gen Hedge/G.
Jacobs Conv
Trading 1,550,000 63,999 63,999

Putnam
Convertible
Fund, Inc. 1,500,000 61,935 61,935

Forest Fulcrum
Fund Limited
Partnership 1,300,000 53,677 53,677

Lehman Brothers
Inc. 1,000,000 41,290 41,290

High Inc
Convertible 1,000,000 41,290 41,290

Convertible Bond
Trading and
Arbitrage 750,000 30,967 30,967

Minnesota Power
& Light Company 600,000 24,774 24,774

South Dakota
Retirement
System
Convertible Fund 500,000 20,645 20,645

Commonwealth
Life Insurance
Company 500,000 20,645 20,645

State of
Connecticut 500,000 20,645 20,645

Gyroscope + Co. 460,000 18,993 18,993

Standard
Mortgage Holding
Corporation 400,000 16,516 16,516

Fidelity
Management Trust
Co. 150,000 6,193 6,193

Robertson,
Stephens &
Co., LLP 105,000 4,335 4,335

Mary S Spencer
Revocable Living
Trust, date of the
trust 7/27/90
Trustee:
Mary S. Peterson 100,000 4,129 4,129

Meditation
Groups, Inc. 100,000 4,129 4,129

Sally H. Whiting 50,000 2,064 2,064

Paul Heichman
Living Trust 39,000 1,610 1,610

Shepherd
Management
Services 30,000 1,239 1,239

Fidelity
Investments 30,000 1,239 1,239

Steven J Liodas
& Jeane Liodas
Trustees in
trust fbo the
Liodas Family
Trust 30,000 1,239 1,239

Bergo Trust 30,000 1,239 1,239

Paul S Heichman 21,000 867 867

John J Hart Jr 20,000 826 826

James L Kloss
Trustee James L
Kloss dds Profit
Pension Plan
under agreement
dated 12/21/70 20,000 826 826

John R Durio 10,000 413 413

Any other
holder of
Registrable
Notes or future
transferee
from any such
holder (3)(4) 92,000,000 3,798,784 3,798,784
------------ ---------- ----------
Total 280,725,000 11,591,219 11,591,219
============ ========== ==========

- --------------
(1) Represents shares of Common Stock issuable upon conversion of the
Registrable Notes.

(2) Assumes a conversion price of $24.219 per share and a cash payment
in lieu of any fractional share interest; such conversion price is
subject to adjustment as described under "Description of the Notes--
Conversion." Accordingly the number of shares of Common Stock issuable
upon conversion of the Registrable Notes may increase or decrease from
time to time. Under the terms of Indenture, fractional shares will not
be issued upon conversion of the Registrable Notes; cash will be paid in
lieu of fractional shares, if any.

(3) Information concerning other Registrable Note Selling Security
holders will be set forth in Prospectus Supplements from time to time,
if required.

(4) Assumes that any other holders of Registrable Notes or any future
transferee from any such holder does not beneficially own any Common
Stock other than the Common Stock issuable upon conversion of the Notes
at the initial conversion rate.

(5) Merrill Lynch Growth Fund for Investment and Retirement ("Fund") is
the beneficial owner of the securities as set forth above. Merrill
Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management
("MLAM")), an investment advisor registered under the Investment
Advisors Act of 1940, is a registered investment company which advises
the beneficial owner. MLAM may be deemed to be the beneficial owner of
certain of the securities set forth above of the Company by virtue of its
acting as investment advisor to the Fund. The general partner of MLAM
is Princeton Services, Inc. ("PSI"). PSI is a wholly owned subsidiary
of Merrill Lynch Group, Inc. ("ML Group"). PSI may be deemed to be the
beneficial owner of certain of the securities set forth above of the
Company by virtue of its being the general partner of MLAM. ML Group is a
wholly owned subsidiary of Merrill Lynch and Co. ("ML & Co."). ML Group
may be deemed to be the beneficial owner of certain of the securities set
forth above of the company by virtue of its control of PSI. Merrill
Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF & S"), a
broker-dealer, registered under the Securities Exchange Act of 1934 is a
wholly-owned subsidiary of ML & Co. MLPF & S hold certain of the
securities set forth above of the Company in proprietary trading accounts
and may be deemed to be the beneficial owner of securities of the
Company held in customer accounts over which MLPF & S has discretionary
power. ML & Co. may be deemed to be the beneficial owner of certain of
the securities set forth above the Company by virtue of its wholly-owned
subsidiaries, ML Group and MLPF & S. ML & Co., ML Group, MLPF & S, PSI
and MLAM all disclaim beneficial ownership of the securities of the
Company set forth above.

The preceding table has been prepared based upon the information
furnished to the Company by Automatic Data Processing and responses to
questionnaires by the beneficial owners.

The Selling Securityholders identified above may have sold,
transferred or otherwise disposed of, in transactions exempt from the
registration requirements of the Securities Act, all or a portion of their
Notes since the date on which the information in the preceding table is
presented. Information concerning the Selling Securityholders may change
from time to time and any such changed information will be set forth in
supplements to this Prospectus if and when necessary. Because the Selling
Securityholders may offer all or some of the Notes that they hold and/or
Conversion Shares pursuant to the offering contemplated by this Prospectus,
no estimate can be given as to the amount of the Notes or Conversion Shares
that will be held by the Selling Securityholders upon the termination of
this offering. See "Plan of Distribution."

Information concerning the Selling Securityholders may change from
time to time and any such changed information will be set forth in
supplements to this Prospectus if and when necessary. In addition, the per
share conversion price, and therefore the number of shares issuable upon
conversion of the Registrable Notes, is subject to adjustment under certain
circumstances. Accordingly, the aggregate principal amount of Registrable
Notes and the number of shares of Common Stock issuable upon conversion
thereof offered hereby may increase or decrease.

PLAN OF DISTRIBUTION

The Registrable Notes and Common Stock offered hereby may be sold
from time to time to purchasers directly by the Selling Securityholders.
Alternatively, the Selling Securityholders may from time to time offer the
Registrable Notes and Common Stock to or through underwriters,
broker/dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Securityholders or the purchasers of Registrable Notes and Common Stock for
whom they may act as agents. The Selling Securityholders and any
underwriters, broker/dealers or agents that participate in the distribution
of Registrable Notes and Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act and any profit on the sale of
Registrable Notes and Common Stock by them and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker/dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.

The Registrable Notes and Common Stock offered hereby may be sold
from time to time in one or more transactions at fixed prices, at prevailing
market prices at the time of sale, any varying prices determined at the time
of sale or at negotiated prices. The sale of the Registrable Notes and the
Common Stock issuable upon conversion thereof may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Notes or the Common Stock may be listed or quoted at the time of sale, (ii)
in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or in the over-the-counter market or (iv) through the writing
of options. At the time a particular offering of the Registrable Notes and
the Common Stock is made, a Prospectus Supplement, if required, will be
distributed which will set forth the aggregate amount and type of
Registrable Notes and Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, broker/dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Securityholders and any discounts, commissions or
concessions allowed or reallowed or paid to broker/dealers.

To comply with the securities laws of certain jurisdictions, if
applicable, the Registrable Notes and Common Stock will be offered or sold
in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions the Registrable Notes and
Common Stock may not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or any exemption from registration
or qualification is available and is complied with.

The Selling Securityholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the
Registrable Notes and Common Stock by the Selling Securityholders. The
foregoing may affect the marketability of the Registrable Notes and the
Common Stock.

Pursuant to the Registration Agreement, all expenses of the
registration of the Registrable Notes and Common Stock will be paid by the
Company, including, without limitation, Commission filing fees and expenses
of compliance with state securities or "blue sky" laws; provided, however,
that the Selling Securityholders will pay all underwriting discounts and
selling commissions, if any. The Selling Securityholders will be
indemnified by the Company against certain civil liabilities, including
certain liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.

LEGAL MATTERS

The validity of the Registrable Notes and the Common Stock being
offered hereby will be passed upon for the Company by Wilson Sonsini
Goodrich & Rosati, Professional Corporation, Palo Alto, California.

EXPERTS

The consolidated financial statements and schedule of Cirrus Logic,
Inc. at March 29, 1997 and March 30, 1996 and for each of the three years in
the period ended March 29, 1997, appearing in this Prospectus and
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

<PAGE>
______________________________

CIRRUS LOGIC, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

ANNUAL FINANCIAL STATEMENTS

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to Consolidated Financial Statements

<PAGE>

REPORT OF ERNST & YOUNG LLP
Independent Auditors
The Board of Directors and Shareholders
Cirrus Logic, Inc.

We have audited the accompanying consolidated balance sheets of Cirrus
Logic, Inc. as of March 29, 1997 and March 30, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows
for each of the three years in the period ended March 29, 1997. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Cirrus Logic,
Inc. at March 29, 1997 and March 30, 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
March 29, 1997, in conformity with generally accepted accounting principles.

/s/Ernst & Young LLP

San Jose, California
April 23, 1997, except for
Note 16, as to which the date
is April 30, 1997.

<PAGE>

ANNUAL FINANCIAL STATEMENTS

</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands, except per share amounts)
<CAPTION>
Fiscal years ended
---------------------------------
March 29, March 30, April 1,
1997 1996 1995
---------- ----------- ----------
<S> <C> <C> <C>
Net sales $917,154 $1,146,945 $889,022

Operating costs and expenses and
gain on sale of assets:
Cost of sales 598,795 774,350 512,509
Research and development 230,786 238,791 165,622
Selling, general and administrative 126,722 165,267 126,666
Restructuring costs 20,954 11,566 -
Gain on sale of assets, net (18,915) - -
Non-recurring costs - 1,195 3,856
Merger costs - - 2,418
---------- ----------- ----------
Total operating costs and expenses
and gain on sale of assets 958,342 1,191,169 811,071
---------- ----------- ----------
Operating (loss) income (41,188) (44,224) 77,951
Interest expense (19,754) (5,151) (2,441)
Interest income and other, net 9,323 7,652 9,129
Foreign currency transaction gains - - 4,999
---------- ----------- ----------
(Loss) income before income taxes (51,619) (41,723) 89,638
(Benefit) provision for income taxes (5,463) (5,540) 28,236
---------- ----------- ----------
Net (loss) income (46,156) (36,183) 61,402
========== =========== ==========
Net (loss) income per common and
common equivalent share ($0.71) ($0.58) $0.96

Weighted average common and common
equivalent shares outstanding 65,008 62,761 63,680
========== =========== ==========
<FN>
See accompanying notes.
</TABLE>

<TABLE>
CONSOLIDATED BALANCE SHEETS
(Thousands)
<CAPTION>
March 29, March 30,
1997 1996
------------ ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $151,540 $155,979
Short-term investments 188,215 19,279
Accounts receivable, less allowance for doubtful
accounts of $12,770 in 1997 and $13,174 in 1996 173,743 133,718
Inventories 127,252 134,502
Deferred tax assets 34,410 52,662
Equipment and leasehold improvement advances to joint ventures 112,597 94,683
Other current assets 7,245 4,004
------------ ------------
Total current assets 795,002 594,827
------------ ------------
Property and equipment, at cost:
Machinery and equipment 252,643 247,390
Furniture and fixtures 15,767 15,293
Leasehold improvements 23,112 21,044
------------ ------------
291,522 283,727
Less accumulated depreciation and amortization (160,667) (113,479)
------------ ------------
Property and equipment, net 130,855 170,248
Manufacturing agreements, net of accumulated
amortization of $10,729 in 1997 and $3,921 in 1996,
and investment in joint ventures 151,675 104,463
Deposits and other assets 59,289 48,039
------------ ------------
$1,136,821 $917,577
============ ============
</TABLE>
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity
<S> <C> <C>
Current liabilities:
Short-term borrowing $ - $ 80,000
Accounts payable 231,178 214,299
Accrued salaries and benefits 33,792 41,845
Current maturities of long-term debt and
capital lease obligations 30,999 26,575
Income taxes payable 31,259 20,863
Other accrued liabilities 39,104 28,602
------------ ------------
Total current liabilities 366,332 412,184
------------ ------------

Capital lease obligations 9,848 6,258
Long-term debt 51,248 65,571
Other long-term 5,196 4,898
Convertible subordinated notes 300,000 -

Commitments and contingencies

Shareholders' equity:
Convertible preferred stock, no par value; 5,000
shares authorized, none issued - -
Common stock, no par value, 140,000 shares
authorized, 66,156 shares issued and
outstanding in 1997 and 63,951 in 1996 351,261 329,574
Retained earnings 52,936 99,092
------------ ------------
Total shareholders' equity 404,197 428,666
------------ ------------
$1,136,821 $917,577
============ ============
<FN>
See accompanying notes.
</TABLE>

<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
<CAPTION>
Fiscal Years Ended
--------------------------------
March 29, March 30, April 1,
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income ($46,156) ($36,183) $61,402
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 87,960 64,301 34,329
Gain on sale of assets (18,915) - -
Provision for loss on property and equipment 10,278 - -
Compensation related to the issuance of
certain employee stock options 494 820 3,109
Changes in operating assets and liabilities:
Accounts receivable (42,438) 27,615 (76,448)
Inventories 2,367 (30,860) (24,837)
Payments for joint venture equipment to be leased (17,914) (94,683) -
Deferred tax and other current assets 14,659 (28,735) (3,650)
Accounts payable 16,879 73,854 51,494
Accrued salaries and benefits (7,858) 9,337 8,351
Income taxes payable 11,968 15,209 3,262
Other accrued liabilities (8,752) 7,045 8,093
---------- ---------- ----------
Net cash provided by operating activities 2,572 7,720 65,105
---------- ---------- ----------
Cash flows from investing activities:
Purchase of available for sale investments (182,552) (175,139) (234,065)
Proceeds from available for sale investments 13,616 228,092 187,900
Purchase of held to maturity investments - (10,444) (158,748)
Proceeds from held to maturity investments - 57,144 133,688
Proceeds from sales of assets 56,526 - -
Manufacturing agreements and investment in joint venture (54,000) (44,604) (63,800)
Additions to property and equipment (30,722) (127,802) (47,313)
Increase in deposits and other assets (23,903) (32,140) (19,429)
---------- ---------- ----------
Net cash used by investing activities (221,035) (104,893) (201,767)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from issuance of convertible notes 290,640 - -
Borrowings on long-term debt 10,009 74,973 13,292
Payments on long-term debt (21,154) (10,798) (8,688)
Payments on capital lease obligations (5,720) (4,051) (3,919)
Borrowings on short-term debt 172,000 121,000 -
Payments on short-term debt (252,000) (41,000) -

Proceeds from sale and leaseback of property and equipment - 13,067 -
Increase in other long-term liabilities 565 4,898 -
Issuance of common stock, net of issuance costs and
repurchases 19,684 28,345 8,870
---------- ---------- ----------
Net cash provided by financing activities 214,024 186,434 9,555
---------- ---------- ----------
Net (decrease) increase in cash and cash equivalents (4,439) 89,261 (127,107)
Cash and cash equivalents at beginning of year 155,979 66,718 193,825
---------- ---------- ----------
Cash and cash equivalents at end of year $151,540 $155,979 $66,718
========== ========== ==========
Non-cash investing and financing activities:
Equipment purchased under capital leases $10,556 $594 $6,849
Tax benefit of stock option exercises 1,509 16,668 1,320
Cash payments (refunds) for:
Interest 8,381 4,358 2,464
Income taxes (25,625) 17,612 24,974
<FN>
See accompanying notes.
</TABLE>

<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended March 29, 1997
(Thousands)
<CAPTION>

Common Stock
--------------------- Retained
Shares Amount Earnings Total
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, April 2, 1994 59,222 $270,442 $73,873 $344,315
Issuance of stock under stock plans
and other, net of repurchases 1,372 8,870 --- 8,870
Compensation related to the
issuance of certain employee options --- 3,109 --- 3,109
Net income --- --- 61,402 61,402
Tax benefit of stock option exercises --- 1,320 --- 1,320
---------- ---------- ---------- ----------
Balance, April 1, 1995 60,594 283,741 135,275 419,016
Issuance of stock under stock plans
and other, net of repurchases 3,357 28,345 --- 28,345
Compensation related to the
issuance of certain employee options --- 820 --- 820
Net loss --- --- (36,183) (36,183)
Tax benefit of stock option exercises --- 16,668 --- 16,668
---------- ---------- ---------- ----------
Balance, March 30, 1996 63,951 329,574 99,092 428,666
Issuance of stock under stock plans
and other, net of repurchases 2,205 19,684 --- 19,684
Compensation related to the
issuance of certain employee options --- 494 --- 494
Net loss --- --- (46,156) (46,156)
Tax benefit of stock option exercises --- 1,509 --- 1,509
---------- ---------- ---------- ----------
Balance, March 29, 1997 66,156 $351,261 $52,936 $404,197
========== ========== ========== ==========

<FN>
See accompanying notes.
</TABLE>
<PAGE>

CIRRUS LOGIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business and Major Customer Information

Cirrus Logic, Inc. (the "Company") operates principally in a single
industry segment. The Company is a leading manufacturer of advanced
integrated circuits for the desktop and portable computing,
telecommunications, industrial, and consumer electronics markets. The
Company applies its system-level expertise in analog and digital design to
innovate highly integrated, software-rich solutions. Cirrus Logic offers a
broad portfolio of products including highly integrated chips, software,
evaluation boards, manufacturing kits, and subsystem modules. The Company
performs its own wafer and product testing, engineering support and quality
and reliability assurance, and uses joint ventures and subcontractors to
manufacture wafers and assemble products. In fiscal 1998, a substantial
portion of the Company's wafer and product testing will be done by
subcontractors.

In fiscal 1997, one customer accounted for 10% or more of net sales.
In fiscal 1996 and 1995, no customer accounted for 10% or more of net sales.

Export sales include sales to overseas operations of domestic
corporations and represented 62%, 56% and 56% of net sales in fiscal 1997,
1996 and 1995, respectively. Export sales to the Pacific Rim were 32% and
34% of net sales; to Japan were 22% and 17% of net sales and to Europe and
the rest of the world were 7% and 6% of net sales, in fiscal 1997 and 1996,
respectively. There are no restrictions on the transfer of funds in
international markets in which the Company does business.

Basis of Presentation

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated. Accounts denominated in
foreign currencies have been remeasured in accordance with Statement of
Financial Accounting Standards (SFAS) No. 52, "Foreign Currency
Translation," using the U.S. dollar as the functional currency. Translation
adjustments relating to Cirrus Logic K.K., whose functional currency is the
Japanese yen, have not been material.

Cash Equivalents and Short-term Investments

Cash equivalents consist primarily of over-night deposits, commercial
paper, U.S. Government Treasury and Agency instruments, and money market
funds with original maturities of three months or less at date of purchase.
Short-term debt investments have original maturities greater than three
months. Short-term debt and equity investments consist of U.S. Government
Treasury and Agency instruments, money market preferred stock, auction
preferred stock, municipal bonds, certificates of deposit and commercial
paper.

Short-term Investments Held-to-Maturity and Available-for-Sale

Management determines the appropriate classification of certain debt
and equity securities at the time of purchase as either held-to-maturity,
trading or available-for-sale and reevaluates such designation as of each
balance sheet date.

Held-to-maturity securities are stated at cost, adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization, as well as any interest on the securities, is included in
interest income and other, net. Held-to-maturity securities include only
those securities the Company has the positive intent and ability to hold to
maturity.

Securities not classified as held-to-maturity are classified as
available-for-sale. Available-for-sale securities are carried at fair
value, with unrealized gains and losses, net of tax, reported as a separate
component of shareholders' equity, if material. Realized gains and losses,
declines in value judged to be other than temporary, and interest on
available-for-sale securities are included in interest income and other,
net.

Foreign Exchange Contracts

The Company may enter into foreign currency forward exchange and option
contracts to hedge certain of its foreign currency exposures. The Company's
accounting policies for these instruments are based on the Company's
designation of such instruments as hedging transactions. The criteria the
Company uses for designating an instrument as a hedge include its
effectiveness in exposure reduction and one-to-one matching of the
derivative financial instrument to the underlying transaction being hedged.
Gains and losses on foreign currency exchange and option contracts that are
designated and effective as hedges of existing transactions are recognized
in income in the same period as losses and gains on the underlying
transactions are recognized and generally offset. Gains and losses on
currency option contracts that are designated and effective as hedges of
transactions, for which a firm commitment has been attained, are deferred
and recognized in income in the same period that the underlying transactions
are settled and were not material as of March 29, 1997. The Company
generally does not require collateral from counterparties.

During fiscal 1996, the Company purchased foreign currency forward
exchange contracts to hedge certain yen denominated inventory purchases.
During fiscal 1997 and 1996, the Company purchased foreign currency option
contracts to hedge certain yen denominated net balance sheet accounts and
sales. As of March 29, 1997 and March 30, 1996, the Company had foreign
currency option contracts outstanding denominated in Japanese yen for
approximately $74,460,000 and $76,022,000, respectively. The fiscal 1997
contracts expire on June 27, 1997. The fiscal 1996 contracts expired
through June 1996.

While the contract amounts provide one measure of the volume of the
transactions outstanding at March 29, 1997 and March 30, 1996, they do not
represent the amount of the Company's exposure to credit risk. The
Company's exposure to credit risk (arising from the possible inability of
the counterparties to meet the terms of their contracts) is generally
limited to the amount, if any, by which the counterparty's obligations
exceed the obligations of the Company.

During fiscal 1995, the Company recorded approximately $5 million of
foreign currency transaction gains pertaining to the remeasurement of
certain unhedged balance sheet accounts denominated in Japanese yen.
Transaction gains and losses were not material in fiscal 1997 and 1996.

Inventories

The Company applies the lower of standard cost, which approximates
actual cost on a first-in, first-out basis, or market principle to value its
inventories. One of the factors the Company consistently evaluates in
application of this principle is the extent to which products are accepted
into the marketplace. By policy, the Company evaluates market acceptance
based on known business factors and conditions by comparing forecasted
customer unit demand for the Company's products over a specific future
period or demand horizon to quantities on hand at the end of each accounting
period.

On a quarterly and annual basis, inventories are analyzed on a part-by-
part basis. Inventory quantities on hand in excess of forecasted demand, as
adjusted by management, are considered to have reduced market value and,
therefore, the cost basis is adjusted from standard cost to the lower of
cost or market. Typically, market value for excess or obsolete inventories
is considered to be zero. The short product life cycles and the competitive
nature of the industry are factors considered in the estimation of customer
unit demand at the end of each quarterly accounting period.

Inventories are comprised of the following (in thousands):

March 29, March 30,
1997 1996
--------- ---------
Work-in-process $ 79,276 $ 69,244
Finished goods 47,976 65,258
--------- ---------
$ 127,252 $ 134,502
========= =========

Property and Equipment

Property and equipment is recorded at cost. Depreciation and
amortization is provided on a straight-line basis over estimated useful
lives ranging from three to five years, or over the life of the lease for
equipment under capitalized leases, if shorter. Leasehold improvements are
amortized over the term of the lease or their estimated useful life,
whichever is shorter.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash equivalents, short-
term investments and trade accounts receivable. By policy, the Company
places its investments only with high credit quality financial institutions
and, other than U.S. Government Treasury instruments, limits the amounts
invested in any one institution or in any type of instrument. Almost all of
the Company's trade accounts receivable are derived from sales to
manufacturers of computer systems and subsystems. The Company performs
ongoing credit evaluations of its customers' financial condition, limits its
exposure to accounting losses by limiting the amount of credit extended
whenever deemed necessary, utilizes letters of credit where appropriate and
generally does not require collateral.

Revenue Recognition

Revenue from product sales direct to customers is recognized upon
shipment. Certain of the Company's sales are made to distributors under
agreements allowing certain rights of return and price protection on
products unsold by distributors. Accordingly, the Company defers revenue
and gross profit on such sales until the product is sold by the
distributors.

Non-recurring and Merger Costs

In fiscal 1996, non-recurring costs were approximately $1.2 million
associated with the formation of the Cirent Semiconductor joint venture with
Lucent Technologies.

In fiscal 1995, non-recurring and merger costs were approximately $6.3
million. Non-recurring costs of $3.9 million were primarily associated with
the acquisition of certain technology and marketing rights and the remaining
minority interest in a subsidiary, and the formation of the MiCRUS joint
venture with International Business Machines Corporation (IBM). Merger
costs of approximately $2.4 million for the August 1994 combination of
Cirrus Logic and PicoPower included one-time charges related to the
combination of the two companies, financial advisory services, and legal and
accounting fees.

Advertising Expense

The cost of advertising is expensed as incurred. Advertising costs
were not significant in fiscal 1997, 1996, and 1995.

Stock-based Compensation

The Company accounts for stock-based awards to employees using the
intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly, no
compensation cost has been recognized for its fixed cost stock option plans
or its associated stock purchase plan. The Company provides additional pro
forma disclosures as required under Statement of Financial Accounting
Standard (FAS 123), "Accounting for Stock-Based Compensation." See Note
13.

Net (Loss) Income Per Common and Common Equivalent Share

Net (loss) income per common and common equivalent share is based on
the weighted average common shares outstanding and dilutive common
equivalent shares (using the treasury stock or modified treasury stock
method, whichever applies). Common equivalent shares include stock options
and warrants when appropriate. In periods in which there was a net loss,
common equivalent shares have been excluded as their impact would be anti-
dilutive. During December 1996, the Company issued convertible subordinated
notes. These securities are included in fully diluted earnings per share
computations for the period outstanding under the "if converted" method.
Dual presentation of primary and fully diluted earnings per share is not
shown on the face of the income statement because the differences are
insignificant.

In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, (FAS 128) "Earnings per Share," which is required to be
adopted on December 28, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating
earnings per share, the dilutive effect of stock options will be excluded.
The impact is expected to result in no change in the primary loss per share
for the fiscal years ended March 29, 1997 and March 30, 1996 and to increase
the income per share by $0.08 for the fiscal year ended April 1, 1995. The
Company has not yet determined what the impact of FAS 128 will be on the
calculation of diluted earnings per share.

Financial Presentation

Certain prior year amounts on the Consolidated Financial Statements
have been reclassified to conform to the fiscal 1997 presentation.

2. GAIN ON SALE OF ASSETS

During the fourth quarter of fiscal 1997, the Company completed its
divestiture of PSCI by selling the assets of PCSI's Wireless Semiconductor
Products to Rockwell International for $18.1 million in cash and made the
decision to shut down PCSI's Subscriber Product Group. PCSI's Wireless
Semiconductor Product Group provided digital cordless chip solutions for PHS
(Personal Handyphone System) and DECT (Digital European Cordless
Telecommunications) as well two-way messaging chip solutions for pACT
(personal Air Communications Technology). In connection with the sale of
the Wireless Semiconductor Product Group and the shut-down of the Subscriber
Group, the Company recorded a net gain of $0.3 million in the fourth
quarter. The shut-down of the Subscriber Group resulted in severance costs
of $2.2 million, the write-off of excess assets (primarily computer and
related equipment) of $1.1 million, accruals for excess facilities of $0.9
million and an estimated net cost to settle contracted and other obligations
of $3.2 million.

3. FINANCIAL INSTRUMENTS

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.

Investment securities: The fair values for marketable debt and equity
securities are based on quoted market prices.

Foreign currency exchange and option contracts: The fair values of the
Company's foreign currency exchange forward and option contracts are
estimated based on quoted market prices of comparable contracts,
adjusted through interpolation where necessary for maturity
differences.

Short-term debt: The fair value of short-term debt approximates cost
because of the short period of time to maturity.

Long-term debt: The fair value of long-term debt is estimated based on
current interest rates available to the Company for debt instruments
with similar terms and remaining maturities.

The carrying amounts and fair values of the Company's financial
instruments at March 29, 1997 are as follows (in thousands):

Carrying Amount Fair Value
--------------- ----------
Cash $ 148,509 $ 148,509
Investment securities:
U.S. Government Treasury
instruments 179,395 180,183
U.S. Government Agency
instruments 11,111 11,184
Commercial paper 740 740
Long-term debt (current portion) (25,644) (25,290)
Long-term debt (351,248) (282,365)

The carrying amounts and fair values of the Company's financial
instruments at March 30, 1996 are as follows (in thousands):

Carrying Amount Fair Value
--------------- -----------
Cash and cash equivalents $ 155,979 $ 155,979
Investment securities:
U.S. Government Treasury
instruments 12,085 12,024
U.S. Government Agency
instruments 4,256 4,257
Municipal bonds 4,314 4,325
Short-term debt (80,000) (80,000)
Long-term debt (current portion) (22,460) (22,090)
Long-term debt (65,571) (63,023)

Investments

Available-for-sale securities have the following contracted maturities
at March 29, 1997 (in thousands):

Less than one year $ 181,048
One to two years 10,198
---------
Total $ 191,246
=========

Gross unrealized gains and gross unrealized losses on all classes of
securities were immaterial at March 29, 1997 and March 30, 1996.

The following is a reconciliation of the investment
categories to the balance sheet classification at March 29, 1997
(in thousands):

Cash and Cash Short-term
Equivalents Investments Total
----------- ----------- ---------
Cash $ 148,509 $ - $ 148,509
Available-for-sale
securities 3,031 188,215 191,246
----------- ----------- ---------
Total $ 151,540 $ 188,215 $ 339,755
=========== =========== =========

The following is a reconciliation of the investment categories to the
balance sheet classification at March 30, 1996
(in thousands):

Cash and Cash Short-term Long-term
Equivalents Investments Investments Total
----------- ----------- ----------- ---------
Cash $ 149,715 $ - $ - $ 149,715
Available-for-sale
securities 6,264 10,211 - 16,475
Held-to-maturity securities - 9,068 1,376 10,444
----------- ----------- ----------- ---------
Total $ 155,979 $ 19,279 $ 1,376 $ 176,634
=========== =========== =========== =========

4. USE OF ESTIMATES AND CONCENTRATIONS OF OTHER RISKS

The Company's financial statements are prepared in accordance with
generally accepted accounting principles that require the use of management
estimates. These estimates are impacted, in part, by the following risks
and uncertainties:

Inventories. The Company produces inventory based on orders received and
forecasted demand. The Company must order wafers and build inventory well
in advance of product shipments. Because the Company's markets are volatile
and subject to rapid technology and price changes, there is a risk that the
Company will forecast incorrectly and produce excess or insufficient
inventories of particular products. This inventory risk is heightened
because many of the Company's customers place orders with short lead times.
Demand will differ from forecasts and such difference may have a material
effect on actual results of operations.

Dependence on PC Market. Sales of most of the Company's products depend
largely on sales of personal computers (PCs). Increasing dominance of the
PC motherboard or PC market by any one customer increases the risks that the
Company could experience intensified pressure on product pricing and
unexpected changes in customer orders as a result of changes in the
customers' market share. Moreover, the Company's production schedules are
based not only on customer orders, but also on forecasted demand. These
issues may contribute to increasing volatility in the Company's PC-related
products, and thus may increase the risk of rapid changes in revenues,
margins, and earnings. Furthermore, the intense price competition in the PC
industry is expected to continue to put pressure on the price of all PC
components. Other IC makers, including Intel Corporation, have expressed
their interest in integrating some multimedia or communications functions
into their microprocessor products. Successful integration of these
functions could reduce the Company's opportunities for IC sales in these
areas. As a component supplier to PC OEMs and to peripheral device
manufacturers, the Company is likely to experience a greater magnitude of
fluctuations in demand than the Company's customers themselves experience.
In addition, many of the Company's products are used in PCs for the consumer
market, and the consumer PC market is more volatile than other segments of
the PC market.

5. JOINT VENTURES AND MANUFACTURING SUPPLY AGREEMENTS

MiCRUS

MiCRUS produces wafers using IBM's wafer processing technology, and is
currently focusing on CMOS wafers with 0.35 micron process technology and
also processes wafers with 0.8, 0.6 and 0.5 micron technology. MiCRUS
leases an existing IBM facility in East Fishkill, New York, and also makes
process technology payments to IBM, which totaled $56 million as of March
29, 1997. IBM and Cirrus Logic own 52% and 48%, respectively, of MiCRUS.
Activities of the joint venture are focused on the manufacture of
semiconductor wafers, and do not encompass direct product licensing or
product exchanges between the Company and IBM. The terms of the joint
venture initially entitled each company to purchase 50% of the MiCRUS
output. If one company fails to purchase its full entitlement, the
shortfall may be purchased by the other company or, under limited
circumstances, offered to third parties. However, if the wafers cannot be
sold elsewhere, the company that failed to purchase its full entitlement
will be required to reimburse the joint venture for costs associated with
underutilized capacity. In addition, to the extent that the facility fails
to produce wafers at scheduled capacity, each company will be required to
bear its proportionate share of the underabsorbed fixed costs. During
fiscal 1997 and 1996, the Company recorded charges to cost of sales of
approximately $10.0 million and $14 million, respectively, for the
underutilization of capacity. In addition, the Company accrued an estimate
of $22.0 million in the fourth quarter of fiscal 1997 for anticipated under
utilization of capacity in the first and second quarters of fiscal 1998.
The amount of this accrual is an estimate and the liability for under use of
capacity is ultimately subject to the actual use in those quarters. The
joint venture has a remaining term of seven years. MiCRUS is managed by a
six-member governing board of whom three are appointed by IBM, two are
appointed by Cirrus Logic and one is the chief executive officer of MiCRUS.

The joint venture is accounted for on the equity method. During fiscal
1997 and 1996, the Company purchased approximately $154.1 million and $77.1
million, respectively, of manufactured wafers from MiCRUS. As of March 29,
1997, and March 30, 1996, the Company had approximately $13.5 million and
$7.4 million, respectively, of accounts payable related to wafers purchased
from MiCRUS.

A $120 million expansion was completed in fiscal 1996 and a second
expansion, with a currently budgeted cost of $198 million, is expected to be
completed in 1998. The Company is providing all of the capital for the
second expansion and, accordingly, will be entitled to all of the additional
wafers produced and will be required to reimburse the joint venture for all
of the additional costs associated with any underutilization of the capacity
resulting from such expansion.

In connection with the formation and expansion of the MiCRUS joint
venture, the Company has incurred obligations to make equity contributions
to MiCRUS, to make payments to MiCRUS under a manufacturing agreement and to
guarantee equipment lease obligations incurred by MiCRUS. To date, the
Company has made equity investments totaling $23.8 million. No additional
equity investments are scheduled. However, the expansion of the MiCRUS
production could require additional equity contributions by the Company.

Payments under the manufacturing agreement as of March 29, 1997
totalled $71 million, of which $56 million has been paid, $7.5 million is
due in fiscal 1998 and $7.5 million is due in fiscal 1999. The
manufacturing agreement payments are being charged to the Company's cost of
sales over the original eight-year life of the venture based upon the ratio
of current units of production to current and anticipated future units of
production over the remaining life of the venture.

The equipment financings which have been completed or are committed to
as of March 29, 1997 total $503 million, of which $145 million was completed
in fiscal 1995 and is guaranteed jointly and severally by IBM and the
Company, and $215 million which was completed in fiscal 1996 and fiscal 1997
and is guaranteed by the Company. These financings mature at various dates
from 1998 to 2002. In addition, the Company currently intends to add an
additional $60 million in equipment in fiscal 1998 and an additional $50
million in fiscal 1999 to expand MiCRUS production. The additional amounts
would be financed by an equipment lease guaranteed by the Company. However,
these additional expenditures have not been committed and could be
reconsidered.

As of March 29, 1997, the Company has purchased approximately $36.2
million of manufacturing equipment for MiCRUS that the Company expects to
sell to an independent leasing company, in transactions which are not
expected to generate any significant gains or losses for the Company, that
will in turn lease the equipment to MiCRUS. Additionally, the Company has
invested approximately $29.7 million in facilities improvements on behalf of
MiCRUS in fiscal 1997. The Company expects to receive a note from MiCRUS
for this amount, payable over 6 years. As of March 29, 1997, the Company is
contingently liable for MiCRUS equipment leases, which have remaining
payments of approximately $324.4 million, payable through 2002.

Cirent Semiconductor

Cirent Semiconductor will operate two wafer fabs in Orlando, Florida,
both located in the same complex that is leased from Lucent Technologies.
Cirent Semiconductor also makes process technology payments to Lucent
Technologies, which totalled $35 million as of March 29, 1997. Cirent
Semiconductor is already operating the first fab, from which Lucent
Technologies purchases all of the output at a price that covers all costs
associated with that fab. The second fab has been built by Lucent
Technologies and is expected to begin operations in calendar 1997. The
second fab is scheduled to begin producing CMOS wafers using 0.35-micron
processes licensed from Lucent Technologies, and to migrate to a 0.25-micron
process. Lucent Technologies and Cirrus Logic each will be entitled to
purchase one-half of the output of the second fab. If one company fails to
purchase its full entitlement, the shortfall may be purchased by the other
company or offered to third parties. However, if the wafers cannot be sold
elsewhere, the company that failed to purchase its full entitlement will be
required to reimburse Cirent Semiconductor for costs associated with
underutilized capacity. In addition, to the extent that the facility fails
to produce wafers at scheduled capacity, each company will be required to
bear its proportionate share of the underabsorbed fixed costs. Cirent
Semiconductor is owned 60% by Lucent Technologies and 40% by Cirrus Logic
and is managed by a Board of Governors, of whom three are appointed by
Lucent Technologies and two are appointed by Cirrus Logic. The joint
venture has a term of ten years.

In connection with the Cirent joint venture, the Company has committed
to make equity contributions to Cirent Semiconductor, to make payments to
Cirent Semiconductor under a manufacturing agreement and to guarantee and/or
become a co-lessee under equipment lease obligations incurred by Cirent
Semiconductor.

The commitment for equity investment as of March 29, 1997 totals $35
million, of which $2 million has been paid and $33 million is expected to be
paid in fiscal 1998. The Company will account for these payments under the
equity method.

Payments under the manufacturing agreement total $105 million, of which
$35 million has been paid as of March 29, 1997, $50 million is due in fiscal
1998, and $20 million is due in fiscal 2000 for the achievement of
milestones by Cirent. These payments will be charged to the Company's cost
of sales over the life of the venture based upon the ratio of current units
of production to current and anticipated future units of production over the
remaining life of the agreement.

The Company has committed to guarantee and/or become a co-lessee of
leases covering up to $280 million of equipment for the Cirent Semiconductor
joint venture. In November 1996, the Company guaranteed and became a co-
lessee under a lease financing arrangement for up to $253 million of
equipment, subsequently reduced to $244.4 million, of which $160 million has
been used. These financings mature at various dates from 1998 to 2004. The
Company currently intends to enter into or guarantee an additional $35.6
million in lease financings sometime during fiscal 1998.

As of March 29, 1997, the Company has purchased approximately $46.7
million of manufacturing equipment for Cirent that the Company expects to
sell to the third party lessor under the November 1996 lease financing
arrangement, in transactions that are not expected to generate any
significant gains or losses for the Company, that will in turn lease the
equipment to Cirent. As of March 29, 1997, the Company is contingently
liable for Cirent equipment leases that have remaining payments of
approximately $201 million, payable through fiscal 2004. In addition, the
Company is contingently liable for approximately $70 million of debt
associated with the November 1996 lease financing arrangement, which has not
yet been used under the specified lease financing.

Under the terms of the joint venture agreements, the other joint
venture partners were responsible for the start-up costs for the years ended
December 31, 1996 and 1995. Accordingly, the Company's equity in the
earnings of the joint ventures were not material in either year. Condensed
combined financial information for MiCRUS and Cirent is as follows (in
thousands):
December 31,
---------------------------
1996 1995
----------- -----------
Current assets $ 160,000 $ 93,000
Non-current assets 150,000 108,000
----------- -----------
Total $ 310,000 $ 201,000
=========== ===========

Current liabilities $ 175,000 $ 83,000
Non-current liabilities 81,000 89,000
Partner's capital 54,000 29,000
----------- -----------
Total $ 310,000 $ 201,000
=========== ===========

Year Ended December 31,
---------------------------
1996 1995
----------- -----------
Revenue $ 250,000 $ 139,000
Expenses (310,000) (171,000)
----------- -----------
Net loss $ (60,000) $ (32,000)
=========== ===========

Other Wafer Supply Arrangements

Taiwan Semiconductor Manufacturing Co., Ltd. ("TSMC").

United Microelectronics Corporation ("UMC").

6. OBLIGATIONS UNDER CAPITAL LEASES

The Company has capital lease agreements for machinery and equipment as
follows (in thousands):

March 29, March 30,
1997 1996
---------- ----------

Capitalized cost $ 30,594 $ 20,076
Accumulated amortization (15,957) (11,385)
---------- ----------
Total $ 14,637 $ 8,691
========== ==========

Amortization expense on assets capitalized under capital lease
obligations is included in depreciation and amortization. The lease
agreements are secured by the leased property.

Future minimum lease payments under capital leases for the following
fiscal years, together with the present value of the net minimum lease
payments as of March 29, 1997, are (in thousands):

1998 $ 6,092
1999 4,934
2000 3,228
2001 2,549
2002 736
---------
Total minimum lease payments 17,539
Less amount representing interest ( 2,336)
---------
Present value of net lease payments 15,203
Less current maturities ( 5,355)
---------
Capital lease obligations $ 9,848
=========

7. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

March 29, March 30,
1997 1996
---------- ----------

Installment notes with interest
rates ranging from 6.38% to 9.08% $ 76,892 $ 87,531
Installment purchase contract with
officer of subsidiary - 500
Less current maturities (25,644) (22,460)
--------- ----------
Long-term debt $ 51,248 $ 65,571
========= ==========

Principal payments for the following fiscal years are (in
thousands):

1998 $ 25,644
1999 21,540
2000 19,008
2001 8,806
2002 1,894
--------
Total $ 76,892
========

At March 29, 1997, installment notes are secured by machinery and
equipment with a net book value of $67,947,000 ($79,211,000 at March 30,
1996).

8. CONVERTIBLE SUBORDINATED NOTES

During December 1996, the Company completed an offering of $300 million
of convertible subordinated notes. The notes bear interest at six percent,
mature in December 2003, and are convertible into shares of the Company's
common stock at $24.219 per share. Expenses associated with the offering of
approximately $9.4 million are deferred and included in deposits and other
assets. Such expenses are being amortized to interest expense over the term
of the notes.

9. BANK ARRANGEMENTS

As of March 29, 1997, the Company has a commitment for a bank line of
credit for borrowings up to a maximum of $150 million expiring on October
31, 1999, at the banks' prime rate plus one-half percent. As of March 29,
1997, no borrowings were outstanding under the line. Borrowings are secured
by cash, accounts receivable, inventory, intellectual property, and stock in
the Company's subsidiaries. Use of the line is limited to the borrowing
base as defined by accounts receivable. Terms of the agreement include
satisfaction of certain financial ratios, minimum tangible net worth, cash
flow, and leverage requirements as well as a prohibition against the payment
of a cash dividend without prior bank approval. The Company was not in
compliance with the tangible net worth and profitably covenants as of March
29, 1997. The Company expects to amend or replace the existing line of
credit facility in fiscal 1998.

The Company has separate standby letters of credit of approximately
$10,000,000 with a wafer vendor to secure inventory purchases. The Company
also has a separate standby letter of credit of approximately $29,071,000
with a leasing company to secure lease payments under equipment leases the
leasing company has with MiCRUS (see note 5) which are guaranteed by the
Company. The Company also has approximately $1,000,000 of various other
lines of credit.

10. COMMITMENTS

Facilities and Equipment Under Operating Lease Agreements

The Company leases its facilities and certain equipment under operating
lease agreements, some of which have renewal options. Certain of these
arrangements provide for lease payment increases based upon future fair
market rates. The aggregate minimum future rental commitments under all
operating leases for the following fiscal years are (in thousands):

1998 $ 10,809
1999 10,364
2000 10,477
2001 9,875
2002 9,214
Thereafter 47,931
---------
Total minimum lease payments $ 98,670
=========

Total rent expense was approximately $12,580,000, $11,177,000
and $10,242,000 for fiscal 1997, 1996 and 1995, respectively.

11. RESTRUCTURING CHARGES

In the fourth quarter of fiscal 1997, the Company recorded a pre-tax
restructuring charge of $21.0 million in connection with a decision to
reorganize into four market focused divisions (Personal Computer Products,
Communications Products, Mass Storage Products and Crystal Semiconductor
Products), to outsource certain of its production testing and to consolidate
certain corporate functions. In connection with these actions, the Company
has effected a workforce reduction of approximately 400 people, representing
approximately 15 percent of the worldwide staff, and has begun the
consolidation of certain corporate functions. The Company expects the
outsourcing of production test to be substantially complete during fiscal
1998. Approximately $5.1 million of the restructuring charge is
attributable to the workforce reduction. The remaining $15.9 million
relates primarily to the write-off of excess assets (primarily excess test
equipment and leasehold improvements totalling approximately $9.5 million)
and facilities commitments (approximately $3.0 million), which were
determined using an expected future cash flows basis for determining the
impairment of the asset values and the amount of the facilities accrual.
Approximately $10.7 million of the accrual is expected to be discharged
through cash payments, $8.5 million of which is expected to be paid in
fiscal 1998. There were no expenditures charged against the accrual in
fiscal 1997.

In the fourth quarter of fiscal 1996, as a result of decreased demand
for the Company's products for use in personal computers, which accounted
for more than 80% of the Company's revenue, management reviewed the various
operating areas of the business and took certain steps to bring operating
expenses and capacity in line with demand. These actions resulted in a pre-
tax restructuring charge of approximately $11.6 million. The principal
actions in the restructuring involved the consolidation of support
infrastructure and the withdrawal from an unprofitable product line and
reduction of planned production capacity. This resulted in the termination
of approximately 320 positions from the manufacturing, research and
development, sales and marketing, and administrative departments.

The following sets forth the remaining balance of the Company's fiscal
1996 restructuring accrual as of March 29, 1997 (in thousands):

Severance and Capacity scale back
related benefits and other costs Total
---------------- ------------------- ----------
March 30, 1996 $ 7,536 $ 4,030 $ 11,566

Cash payments (6,904) (1,691) (8,595)
---------------- ------------------- ----------
March 29, 1997 $ 632 $ 2,339 $ 2,971
================ =================== ==========

No payments were made for the restructuring during fiscal 1996. The
remaining balance of the fiscal 1996 restructuring accrual as of March 29,
1997 is expected to be extinguished by cash payments to be made in fiscal
1998.

12. EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries have adopted 401(k) Profit Sharing
Plans ("the Plans") covering substantially all of their qualifying domestic
employees. Under the Plans, employees may elect to reduce their current
compensation by up to 15%, subject to annual limitations, and have the
amount of such reduction contributed to the Plans. The Plans permit, but do
not require, additional discretionary contributions by the Company on behalf
of all participants. During fiscal 1997, 1996 and 1995, the Company and its
subsidiaries matched employee contributions up to various maximums per plan
for a total of approximately $2,046,000, $2,111,000 and $1,849,000,
respectively. The Company intends to continue the contributions in fiscal
1998.

13. SHAREHOLDERS' EQUITY

Employee Stock Purchase Plan

In March 1989, the Company adopted the 1989 Employee Stock Purchase
Plan (ESPP). As of March 29, 1997, approximately 1,610,000 shares of Common
Stock are reserved for future issuance under this plan . During fiscal
1997, 1996 and 1995, 618,169, 593,820 and 461,252 shares, respectively, were
issued under the ESPP.

Preferred Stock

The Preferred Stock is authorized but unissued. The Board of Directors
has the authority to issue the undesignated Preferred Stock in one or more
series and to fix the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued shares of Preferred Stock and
to fix the number of shares constituting any series and the designations of
such series, without any further vote or action by the shareholders.
Although it has no intention to do so, the Board of Directors, without
shareholder approval, can issue Preferred Stock with voting and conversion
rights which could adversely affect the voting power of the holders of
Common Stock. The issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Company.

Stock Option Plans

The Company has various stock option plans (the "Option Plans") under
which officers, key employees, non-employee directors and consultants may be
granted qualified and non-qualified options to purchase shares of the
Company's authorized but unissued Common Stock. Options are generally
priced at the fair market value of the stock on the date of grant. Options
are exercisable immediately but unvested shares are held in escrow and are
subject to repurchase at the original issuance price. Options currently
expire no later than ten years from date of grant.

In previous years, the Company also has issued non-qualified stock
options to purchase a total of 664,156 shares at prices ranging from $0.06
to $6.50 per share, subject to a vesting schedule of three and one-half or
four years and 23,000 shares as stock grants to employees at no cost which
vest over five years. The Company recognizes as compensation expense the
excess of the fair market value at the date of grant over the exercise price
of such options and grants. The compensation expense is amortized ratably
over the vesting period of the options and was $494,000, $820,000 and
$3,109,000 in fiscal 1997, 1996 and 1995, respectively.

Information relative to stock option activity is as follows (in
thousands):
Outstanding Options
--------------------------------
Options Weighted
Available Average
for Number of Aggregate Exercise
Grant Shares Price Price
--------- ------- ---------- --------
Balance, April 2, 1994 646 10,372 $ 91,964 $ 8.87
Shares authorized for issuance 4,796 - - -
Options granted (4,228) 4,228 57,574 13.62
Options exercised - (898) (3,337) 3.72
Options cancelled 272 (314) (4,407) 14.04
--------- ------- ---------- --------
Balance, April 1, 1995 1,486 13,388 141,794 10.59
Shares authorized for issuance 1,880 - - -
Options granted (3,086) 3,086 108,828 35.27
Options exercised - (2,704) (20,399) 7.54
Options cancelled 529 (575) (9,900) 17.22
--------- ------- ---------- --------
Balance, March 30, 1996 809 13,195 220,323 16.70
Shares authorized for issuance 3,500 - - -
Options granted (3,421) 3,421 67,089 19.61
Options exercised - (1,569) (12,418) 7.91
Options cancelled 2,465 (2,509) (55,648) 22.18
--------- ------- ---------- --------
Balance, March 29, 1997 3,353 12,538 $ 219,346 $ 17.49
========= ======= ========== ========

The following table summarizes information concerning currently outstanding
and exercisable options:

Options Outstanding Options Exercisable
------------------------------------ -----------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Prices Outstanding Life Price Exercisable Price
- --------------- ----------- ----------- -------- ----------- --------
$ 0.06 - $10.00 3,015,234 5.09 $ 7.11 2,565,316 $ 6.98
$10.00 - $15.00 2,993,978 6.96 13.31 1,667,009 12.90
$15.00 - $20.00 4,170,117 8.79 18.71 918,176 17.48
$20.00 - $56.88 2,358,727 8.30 33.94 418,833 31.75
---------- -----------
12,538,056 7.37 $ 17.49 5,569,334 $ 12.35
========== ===========

As of March 29, 1997, approximately 15,891,000 shares of
Common Stock were reserved for issuance under the Option Plans.

Shares Reserved for Future Issuance

The Company has a total of approximately 29,880,000 shares of common
stock reserved as of March 29, 1997 for issuances related to its convertible
subordinated notes, its Option Plans, and its ESPP.

Stock-Based Compensation

The Company applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for its plans. Accordingly, no compensation expense has been
recognized for its stock-based compensation plans other than for restricted
stock and performance-based awards. Had compensation cost for the Company's
other stock option plans been determined based upon the fair value at the
grant date for awards under these plans consistent with the methodology
prescribed under Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation, the Company's fiscal 1997 net
loss and loss per share would have been increased by approximately $19.1
million, or $0.29 per share and the Company's fiscal 1996 net loss and loss
per share would have been increased by approximately $13.6 million, or $0.22
per share. For purposes of pro forma disclosures, the estimated fair value
of the options is amortized to expense over the options' vesting period (for
options) and the six-month purchase period (for stock purchases under the
ESPP).

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including the
expected stock price volatility. Because the Company's options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect
the fair value estimate, in the opinion of management, the existing models
do not necessarily provide a reliable single measure of the fair value of
its options.

The effects on pro forma disclosure of applying SFAS No. 123 are not
likely to be representative of the effects on pro forma disclosures of
future years. Because SFAS No. 123 is applicable only to options granted
subsequent to April 1, 1995, the pro forma effect will not be fully
reflected until 2000.

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model using a dividend yield of 0%
and the following additional weighted-average assumptions used for grants:

Employee Employee Stock
Option Plans Purchase Plan
------------------- ------------------
1997 1996 1997 1996
-------- -------- -------- --------
Expected volatility 68.87% 68.87% 74.47% 74.47%
Risk-free interest rate 6.1% 5.8% 5.7% 5.3%
Expected lives (in years) 5.0 5.0 0.5 0.5

14. INCOME TAXES

(Loss) income before income taxes and cumulative effect of
accounting change consists of (in thousands):

1997 1996 1995
---------- ---------- ---------
United States $ (25,176) $ (21,168) $ 57,541
Foreign (26,443) (20,555) 32,097
---------- ---------- ---------
Total $ (51,619) $ (41,723) $ 89,638
========== ========== =========

The (benefit) provision for income taxes consists of (in thousands):

1997 1996 1995
---------- ---------- ----------
Federal
Current $ (15,264) $ 25,303 $ 27,829
Deferred 7,041 (28,182) (2,180)
---------- ---------- ----------
(8,223) (2,879) 25,649

State
Current ( 1,077) 3,402 2,936
Deferred 812 (10,110) (1,308)
---------- ---------- ----------
( 265) (6,708) 1,628

Foreign
Current 3,025 4,047 959
---------- ---------- ----------
Total $ ( 5,463) $ (5,540) $ 28,236
========== ========== ==========

The (benefit) provision for income taxes differs from the amount
computed by applying the statutory federal rate to pretax income as follows:

1997 1996 1995
------- ------- -------
Expected income tax (benefit) provision at
the U.S. federal statutory rate (35.0%) (35.0%) 35.0%
Provision (benefit) for state income taxes,
net of federal effect ( .4%) (10.5%) 1.4%
Foreign operating results taxed at rates
other than the U.S. statutory rate 27.9% 35.9% (3.0%)
Research and development credits
(flow-through method) ( 5.0%) ( 3.1%) (4.6%)
Other 1.9% ( 0.6%) 2.7%
------- ------- -------
(Benefit) provision for income taxes (10.6%) (13.3%) 31.5%
======= ======= =======

Under SFAS No. 109, deferred income tax assets and liabilities reflect the
net tax effects of tax carryforwards and temporary differences between the
carrying amounts of assets and liabilities for financial reporting and the
amounts used for income tax purposes.

Significant components of the Company's deferred tax assets and
liabilities are (in thousands):

March 29, March 30,
1997 1996
--------- ---------
Deferred tax assets:
Inventory valuation $ 21,129 $ 25,817
Accrued expenses and allowances 21,457 35,447
Net operating loss carryforwards 3,687 3,051
Research and development credit
carryforwards 14,193 4,507
State investment tax credit
carryforwards 4,442 4,042
Other 4,521 2,690
--------- ---------
Total deferred tax assets 69,429 75,554
--------- ---------
Deferred tax liabilities:
Depreciation 9,239 8,124
Other 5,114 4,501
--------- ---------
Total deferred tax liabilities 14,353 12,625
--------- ---------
Total net deferred tax assets $ 55,076 $ 62,929
========= =========

The Company has research and development tax credit carryforwards for
federal and state tax purposes of approximately $14.2 million, expiring from
2006 through 2012. The Company also has state investment tax credit
carryforwards of approximately $4.4 million expiring from 2004 through 2005.

As a result of a prior merger, the Company has net operating loss
carryforwards for federal tax purposes of approximately $8.5 million, expiring
from 2002 through 2008. These net operating loss carryforwards are available
to offset certain future consolidated taxable income.

15. LEGAL MATTERS

The Company and certain of its customers from time to time have been
notified that they may be infringing certain patents and other intellectual
property rights of others. Further, customers have been named in suits
alleging infringement of patents by the customer products. Certain components
of these products have been purchased from the Company and may be subject to
indemnification provisions made by the Company to the customers. The Company
has not been named in any such suits. Although licenses are generally offered
in such situations, there can be no assurance that litigation will not be
commenced in the future regarding patents, mask works, copyrights, trademarks,
trade secrets, or indemnification liability, or that any licenses or other
rights can be obtained on acceptable terms.

On May 7, 1993, the Company was served with two shareholder class action
lawsuits filed in the United States District Court for the Northern District of
California. The lawsuits, which name the Company and several of its officers
and directors as defendants, allege violations of the federal securities laws
in connection with the announcement by Cirrus Logic of its financial results
for the quarter ended March 31, 1993. The complaints do not specify the
amounts of damages sought.

Between November 7 and November 21, 1995, five shareholder class actions
lawsuits were filed in the United States District Court for the Northern
District of California against the Company and several of its officers and
directors. A consolidated amended complaint was filed on February 20, 1996 and
an amended consolidated supplemental complaint was filed on May 3, 1996. This
complaint alleges that certain statements made by defendants during the period
from July 23, 1995 through December 21, 1995 were false and misleading and in
violation of the federal securities laws. The complaint does not specify the
amounts of damages sought.

On February 21, 1996 a shareholder class action lawsuit was filed in the
Superior Court of California in and for the County of Alameda against the
Company and numerous fictitiously named defendants alleged to be officers or
agents of the Company. An amended complaint, which added certain of the
Company's officers and directors as defendants was filed on April 18, 1996.
The lawsuit alleges that certain statements made by the Company and the
fictitiously named defendants during the period from October 1, 1995 through
February 14, 1996 were false and misleading and that the defendants breached
their fiduciary duties in making such statements in violation of California
State Common and Statutory law. The complaint does not specify the amounts of
damages sought.

During December 1996, the Company and certain of its current and former
directors and officers, reached an agreement in principle which would settle
all pending securities claims against the Company for an aggregate sum of $31.3
million, exclusive of interest, $2.3 million of which will be paid by the
Company with the remainder being paid by the Company's insurers. The Company
recorded the $2.3 million as other expense in the quarter ended December 28,
1996.

The proposed settlement includes the amendment of the federal class action
filed in 1995 to include claims pending in the State court with the intent that
the settlement would have the effect of extinguishing the State court claims.
The proposed settlement, which is subject to a number of contingencies, is
expected to be approved by the courts before July 1997.

16. SUBSEQUENT EVENT

The Company's Board of Directors approved an option exchange program
effective April 30, 1997. Unless the employee elected not to participate in
the exchange, at close of market on April 30, 1997, replacement options with an
exercise price of $9.1975 per share were granted to current employees with
outstanding options with exercise prices above $9.1875 per share and the old
options were cancelled. In connection with this program, the replacement
options have been issued with the same vesting schedule as the old options,
however, all replacement options are subject to a one year blackout of
exercise. If an employee voluntarily terminates his employment prior to the
end of the blackout period, the replacement options will be forfeited.

<PAGE>

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

N/A

===================================== ==================================

No dealer, salesman or any
other person has been authorized to
give any information or to make any U.S. $280,750,000
representations other than those
contained in this prospectus, in
connection with the offer made by this CIRRUS LOGIC, INC.
prospectus, and, if given or made,
such information or representations
must not be relied upon as having
been authorized by the corporation. 6% Convertible Subordinated
Neither the delivery of this prospectus Notes Due December 15, 2003
nor any sale made hereunder shall,
under any circumstances, create an
implication that there has been no
change in the affairs of the corporation
since the date hereof. This prospectus
does not constitute an offer or
solicitation by anyone in any
jurisdiction in which such offer or
solicitation is not authorized or in
which the person making such offer or
solicitation is not authorized to do so
or to anyone to whom it is unlawful to
make such offer or solicitation in such
jurisdiction.

-------------------- --------------------
TABLE OF CONTENTS PROSPECTUS
-------------------- --------------------
Page
-----
Available Information
Documents Incorporated by Reference
Summary
The Company
The Offering
Risk Factors
Ratio of Earnings to Fixed Charges
Use of Proceeds
Description of Registrable Notes
United States Taxation
Selling Securityholders
Plan of Distribution
Legal Matters
Experts
Glossary
Index to Consolidated Financial
Statements F-1

____________, 1997

===================================== ==================================

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the securities being
registered hereby. Normal commission expenses and brokerage fees are payable
individually by the Selling Stockholders. All amounts are estimated except the
Securities and Exchange Commission registration fee.

<TABLE>
<CAPTION>
Amount
-------------
<S> <C>
SEC registration fee . . . . . . . . . . . . $ 85,068.00
Accounting fees and expenses . . . . . . . . 45,000.00
Legal fees and expenses . . . . . . . . . . 60,000.00
Printing expenses . . . . . . . . . . . . . 10,000.00
Trustee's Fees and Expenses . . . . . . . . . 10,000.00
Miscellaneous fees and expenses . . . . . . 19,932.00
-------------
Total . . . . . . . . . . . . . . . $ 230,000.00
=============
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers who are parties or are threatened to be made parties
to any proceeding (with certain exceptions) by reason of the fact that the
person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. This limitation on liability has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or
its shareholders or that involve the absence of good faith on the part of
the director, (iii) relating to any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should
have been aware, in the ordinary course of performing a director's duties,
of a risk of a serious injury to the corporation or its shareholders, (v)
for acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's duty to the corporation or
its shareholders, (vi) under Section 310 of the California General
Corporation Law (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the California
General Corporation Law (directors' liability for improper dividends, loans
and guarantees). The provision does not extend to acts or omissions of a
director in his capacity as an officer. Further, the provision has no effect
on claims arising under federal or state securities laws and does not affect
the availability of injunctions and other equitable remedies available to
the Company's shareholders for any violation of a director's fiduciary duty
to the Company or its shareholders. Although the validity and scope of the
legislation underlying the provision have not yet been interpreted to any
significant extent by the California courts, the provision may relieve
directors of monetary liability to the Company for grossly negligent
conduct, including conduct in situations involving attempted takeovers of
the Company.

In accordance with Section 317, the Restated Articles of
Incorporation, as amended (the "Articles"), of the Company limits the
liability of a director to the Company or its shareholders for monetary
damages to the fullest extent permissible under California law, and
authorizes the Company to provide indemnification to its agents (including
officers and directors), subject to the limitations set forth above. The
Company's By-Laws further provide for indemnification of corporate agents
to the maximum extent permitted by the California General Corporation Law.

Pursuant to the authority provided in the Articles, the Company has
entered into indemnification agreements with each of its officers and
directors, indemnifying them against certain potential liabilities that may
arise as a result of their service to the Company, and providing for certain
other protection.

The Company also maintains insurance policies which insure its
officers and directors against certain liabilities.

The foregoing summaries are necessarily subject to the complete text
of the statute, the Articles, the By-Laws and the agreements referred to
above and are qualified in their entirety by reference thereto.

Reference is made to the Underwriting Agreements included herein as
exhibits to the Registration Statement for provisions regarding
indemnification of the Company's officers, directors and controlling
persons against liabilities, including liabilities under the Securities
Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

This Registration Statement and Amendment thereto related to
offerings of $300 million of convertible subordinated notes conducted in
December 1996. The notes bear interest at six percent, mature in December
2003, and are convertible into shares of the Company's common stock at
$24.219 per share. The notes were sold by the Company to Goldman, Sachs &
Co., Salomon Brothers, Inc., J.P. Morgan & Co., and Robertson, Stephens &
Company (the "Initial Purchasers"). The Initial Purchasers resold
$280,725,000 of the Notes, in a transaction exempt from the registration
requirements of the Securities Act, to persons reasonably believed by such
initial purchaser to be "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act), or other institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act. An additional $19,275,000 aggregate principal amount of
Notes were issued in the Original Offering by the Company and sold by the
Initial Purchasers in compliance with the provisions of Regulation S under
the Securities Act. Aggregate discounts to the Initial Purchasers totalled
$9,375,000. The net proceeds of the Offering to the Company, after
deducting the discounts and offering expenses, were $289,700,000.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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<CAPTION>
(a) Exhibits
Number Description of Document
- ------ --------------------------------------------------------------
<S> <C>

The following exhibits are filed as part of or incorporated by
reference into this Form S-1:

3.1(8) Restated Articles of Incorporation of Registrant, as
amended.

3.2(1) Form of Restated Articles of Incorporation or Registrant,
as amended.

3.3(1) Bylaws of Registrant, as amended.

4.1(1) Article III of Restated Articles of Incorporation of
Registrant (See Exhibits 3.1 and 3.2.)

4.2(12) Indenture dated as of December 15, 1996 6% Convertible
subordinated Notes.

4.3(1) Specimen Certificate of Common Stock of the Company.

4.4(12) Registration Rights Agreement, dated as of December 15, 1996,
among the registrant, Goldman Sachs & Co., Salomon Brothers
Inc., J.P. Morgan & Co., and Robertson, Stephens & Co.

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.

10.1(10) Amended 1987 Stock Option Plan.

10.2(10) Amended 1989 Employee Stock Purchase Plan.

10.3(1) Description of Executive Bonus Plan.

10.4(1) Fourth Amendment to Preferred Shares Purchase
Agreements, Founders Registration Rights Agreements, and
Warrant Agreements and Consent between the Registrant
and certain shareholders of the Registrant dated May 15,
1987, as amended April 28, 1989.

10.5(1) Form of Indemnification Agreement.

10.6(1) License Agreement between Registrant and Massachusetts
Institute of Technology dated December 16, 1987.

10.7(1) Lease between Prudential Insurance Company of America
and Registrant dated June 1, 1986.

10.8(1) Lease between McCandless Technology Park, Milpitas, and
Registrant dated March 31, 1989.
10.9(1) Agreement for Foreign Exchange Contract Facility between
Bank of America National Trust and Savings Association
and Registrant, dated April 24, 1989.

10.10(2) 1990 Directors Stock Option Plan and forms of Stock
Option Agreement.

10.11(2) Lease between Renco Investment Company and Registrant
dated December 29, 1989.

10.12(3) Loan agreement between First Interstate Bank of
California and Silicon Valley Bank and Registrant, dated
September 29, 1990.

10.13(2) Loan agreement between Orix USA Corporation and the
Registrant dated April 23, 1990.

10.14(2) Loan agreement between USX Credit Corporation and
Registrant dated December 28, 1989.

10.15(3) Loan agreement between Household Bank and Registrant
dated September 24, 1990.

10.16(3) Loan agreement between Bank of America and Registrant
dated March 29, 1991.

10.17(4) Equipment lease agreement between AT&T Systems Leasing
Corporation and Registrant dated December 2, 1991.

10.18(4) Lease between Renco Investment Company and Registrant
dated May 21, 1992.

10.19(5) Loan agreement between Deutsche Credit Corporation and
Registrant dated March 30, 1993.

10.20(5) Lease between Renco Investment Company and Registrant
dated February 28, 1993.

10.21(6) Lease between Renco Investment Company and Registrant
dated May 4, 1994.

10.22(7) Participation Agreement dated as of September 1, 1994
among Registrant, International Business Machines
Corporation, Cirel Inc. and MiCRUS Holdings Inc.

10.23(7) Partnership Agreement dated as of September 30, 1994
between Cirel Inc. and MiCRUS Holdings Inc.

10.24(8) Amended and Restated Credit Agreement between Registrant
and Bank of America dated January 31, 1995.

10.25(9) General Partnership Agreement dated as of October 23, 1995
between the Company and AT&T.

10.26(9) Joint Venture Formation Agreement dated as of October 23, 1995
between the Company and AT&T.

10.27(9) Foundry Venture Agreement dated as of September 29, 1995
between the Company and United Microelectronics
Corporation ("UMC").

10.28(9) Written Assurances Re Foundry Venture Agreement dated as
of September 29, 1995 between the Company and UMC.

10.29(9) Foundry Capacity Agreement dated as of September 29, 1995
between the Company and UMC.

10.30(10) Multicurrency Credit Agreement dated April 30, 1996 between
the Company and the Bank of America and Other Banks.

10.31(11) Indenture dated as of December 15, 1996
6% Convertible Subrdinated Notes.

11.1 Statement Regarding Computation of Per Share Earnings.

12.1 Statement Regarding Computation of Ratios of Earnings to
Fixed Charges.

19.1(10) Proxy Statement to the 1996 Annual Meeting of
Shareholders.

21.1(10) Subsidiaries of the Registrant

23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional.
Corporation (included in Exhibit 5.1).

23.2 Consent of Ernst & Young LLP, independent auditors (See page II-___).

25.1 (12) Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939 of a Corporation Designated to Act as
Trustee on Form T-1.
_______

(1) Incorporated by reference to Registration Statement
No. 33-28583.

(2) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended March 31, 1990.

(3) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended March 31, 1991.

(4) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended March 31, 1992.

(5) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended March 31, 1993.

(6) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended April 2, 1994.

(7) Incorporated by reference to Registrant's Report on Form 10-Q/A
for the quarterly period ended October 1, 1994.

(8) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended April 1, 1995.

(9) Incorporated by reference to Registrant's Report on Form 10-Q/A
for the quarterly period ended September 30, 1995.

(10) Incorporated by reference to Registrant's Report on Form 10-K
for the fiscal year ended March 30, 1996.

(11) Incorporated by reference to Registrant's Report on Form 10-Q/A
for the quarterly period ended December 28, 1996.

(12) Previously filed.

</TABLE>

(b) Financial Statement Schedules

The following consolidated financial statement schedule is filed as
part of this registration statement and should be read in conjunction with
the consolidated financial statements.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Balance Charged to Balance
at Beginning Costs and at Close
Item of Period Expenses Deductions (1) of Period
- ----------------------- ------------- ----------- ------------ ------------
(Amounts in thousands)

1995
Allowance for doubtful
accounts $ 8,237 $ 4,631 ($ 3,429) $ 9,439

1996
Allowance for doubtful
accounts $ 9,439 $ 4,094 ($ 359) $ 13,174

1997
Allowance for doubtful
accounts $ 13,174 $ 518 ($ 922) $ 12,770

(1) Uncollectible accounts written off, net of recoveries

All other schedules have been omitted since the required information is
not present or not present in amounts sufficient to require submission
of the schedule or because the information required is included in
the consolidated financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(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 the Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 (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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price, set forth in the
"Calculation of Registration Fee" table in the effective
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.

(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment that contains a form of prospectus
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) To remove from registration by means of a post-offering
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) 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 foregoing 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 such 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 whether such indemnification by it is
against public policy as expressed in Act and will be governed by the final
adjudication of such issue.

<PAGE>

CIRRUS LOGIC, INC.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CIRRUS LOGIC, INC.
(Registrant)

/s/ Robert F. Donohue
Robert F. Donohue
Vice President, Chief Legal Officer
General Counsel and Secretary

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
- --------- ----- ----

* MICHAEL L. HACKWORTH President, Chief Executive Officer June 12, 1997
Michael L. Hackworth and Director (Principal Executive
Officer

* SUHAS S. PATIL Chairman of the Board, and June 12, 1997
Suhas S. Patil Director

* THOMAS F. KELLY Office of the President, Chief June 12, 1997
Thomas F. Kelly Operating Officer

* C. GORDON BELL Director June 12, 1997
C. Gordon Bell

* D. JAMES GUZY Director June 12, 1997
D. James Guzy

* WALDEN C. RHINES Director June 12, 1997
Walden C. Rhines

* ROBERT H. SMITH Director June 12, 1997
Robert H. Smith

* By /s/ Robert F. Donohue
Robert F. Donohue
Attorney-In-Fact

CIRRUS LOGIC, INC.
REGISTRATION STATEMENT ON FORM S-1
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>