ALLIANCE SEMICONDUCTOR CORP /DE/
DEF 14A, 1999-07-23
SEMICONDUCTORS & RELATED DEVICES
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                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

     Filed by the Registrant                      [X]
     Filed by a party other than the Registrant   [ ]

     Check the appropriate box:
[ ]  Preliminary Proxy Statement           [ ]  Confidential, for Use of the
[X]  Definitive Proxy Statement                 Commission Only (as permitted by
[ ]  Definitive Additional Materials            Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                       ALLIANCE SEMICONDUCTOR CORPORATION
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                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):
      [X]    No fee required.
      [ ]    Fee computed on table below per Exchange Act Rules  14a-6(i)(1) and
             0-11.

      (1)    Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
      (2) Aggregate number of securities to which transactions applies:

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

      (3) Per unit  price  or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
      (4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
      (5) Total fee paid:

- --------------------------------------------------------------------------------
      [ ]    Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------
      [ ]    Check box if any part of the fee is offset as  provided by Exchange
Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

      (1)    Amount previously paid:

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      (2)    Form, Schedule or Registration Statement no.:

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      (3)    Filing Party:

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      (4)    Date Filed:

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<PAGE>



                    [ALLIANCE SEMICONDUCTOR CORPORATION LOGO]

                       ALLIANCE SEMICONDUCTOR CORPORATION

            3099 North First Street, San Jose, California 95134-2006

July 23, 1999

Dear Stockholder:

You are cordially invited to attend the Alliance Semiconductor  Corporation 1999
Annual Meeting of Stockholders, which will be held at the Network Meeting Center
at  Techmart,  5201 Great  America  Parkway,  Santa Clara,  California  95054 on
Tuesday, August 31, 1999 at 10:00 a.m., local time.

At the Annual  Meeting,  you will be asked to elect four  directors,  approve an
amendment to the  Company's  1992 Stock Plan to increase the number of shares of
common stock reserved for issuance by 2,000,000 shares,  approve the appointment
of  PricewaterhouseCoopers  LLP as the Company's independent accountants for the
current  fiscal year,  and to transact any other business that may properly come
before the meeting.

We hope you will be able to attend  the  Annual  Meeting  on  August  31st for a
report on the status of the Company's business and performance during the fiscal
year ended April 3, 1999.  There will be an opportunity for  stockholders to ask
questions. Whether or not you plan to attend the meeting, please sign and return
the enclosed proxy card to ensure your representation at the meeting.

                                                Very truly yours,

                                                /s/ N. Damodar Reddy

                                                N. Damodar Reddy

                                           President and Chief Executive Officer


<PAGE>


                    [ALLIANCE SEMICONDUCTOR CORPORATION LOGO]

                       ALLIANCE SEMICONDUCTOR CORPORATION

            3099 North First Street, San Jose, California 95134-2006

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                  NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------


To Our Stockholders:

Notice is hereby given that the 1999 Annual Meeting of  Stockholders of Alliance
Semiconductor  Corporation  (the  "Company") will be held at the Network Meeting
Center at Techmart, 5201 Great America Parkway, Santa Clara, California 95054 on
Tuesday, August 31, 1999 at 10:00 a.m., local time for the following purposes:

1.    To elect four (4)  directors of the Company to serve until the next Annual
      Meeting of Stockholders or until their  respective  successors are elected
      and qualified or until their earlier  resignation,  death or removal.  The
      Company's  Board of Directors has nominated the following  individuals  to
      serve: Sanford L. Kane, Jon B. Minnis, C.N. Reddy and N. Damodar Reddy.

2.    To approve an amendment to the  Company's  1992 Stock Plan to increase the
      number of shares  of common  stock  reserved  for  issuance  by  2,000,000
      shares, from 9,000,000 to 11,000,000 shares.

3.    To ratify the  appointment  of  PricewaterhouseCoopers  LLP as independent
      accountants for the Company for the current fiscal year.

4.    To transact any other  business as may properly come before the meeting or
      any adjournment thereof.

The foregoing  items of business are more fully described in the Proxy Statement
accompanying this Notice.

Only  stockholders  of  record  at the close of  business  on July 16,  1999 are
entitled  to  notice  of and to  vote at the  meeting  and  any  adjournment  or
postponement thereof.

                                          By Order of the Board of Directors,

                                          /s/ C. N. Reddy

                                          C. N. Reddy

                                          EXECUTIVE VICE PRESIDENT,
                                          CHIEF OPERATING OFFICER
                                          AND SECRETARY

San Jose, California
July 23, 1999


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ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,  DATE, SIGN AND RETURN
THE   ENCLOSED   PROXY  AS   PROMPTLY  AS  POSSIBLE  IN  ORDER  TO  ENSURE  YOUR
REPRESENTATION  AT THE MEETING.  A RETURN  ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED  STATES) IS  ENCLOSED  FOR THAT  PURPOSE.  EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE  AND YOU WISH TO VOTE AT THE  MEETING,  YOU MUST  OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
- --------------------------------------------------------------------------------

<PAGE>


                    [ALLIANCE SEMICONDUCTOR CORPORATION LOGO]

                       ALLIANCE SEMICONDUCTOR CORPORATION

            3099 North First Street, San Jose, California 95134-2006

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                                 PROXY STATEMENT
- --------------------------------------------------------------------------------

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The  accompanying  proxy (the  "Proxy") is  solicited  on behalf of the Board of
Directors  of  Alliance  Semiconductor   Corporation,   a  Delaware  corporation
("Alliance"  or  the  "Company"),   for  use  at  the  1999  Annual  Meeting  of
Stockholders  of the  Company  to be  held  at the  Network  Meeting  Center  at
Techmart,  5201 Great America Parkway, Santa Clara, California 95054 on Tuesday,
August 31, 1999 at 10:00 a.m., local time (the "Annual  Meeting").  Only holders
of record of the  Company's  Common  Stock at the close of  business on July 16,
1999 (the "Record  Date") will be entitled to vote.  At the close of business on
that date, the Company had  41,609,182  shares of Common Stock  outstanding  and
entitled  to vote at the  Annual  Meeting.  A  majority  of these  shares,  will
constitute a quorum for the transaction of business at the Annual Meeting.  This
Proxy Statement will be first mailed to stockholders on or about July 23, 1999.

REVOCABILITY OF PROXIES

Any proxy  given  pursuant  to this  solicitation  may be  revoked by the person
giving  it at any time  before  its use  either  by  delivering  to the  Company
(Attention:  General  Counsel) a written notice of revocation or a duly executed
proxy  bearing a later date,  or by attending  the Annual  Meeting and voting in
person. If a proxy is properly signed and not revoked,  the shares it represents
will be voted in accordance  with the  instructions  of the  stockholder.  If no
specific  instructions  are given,  the shares will be voted FOR the election as
directors  of all of the  nominees  described  below  ("Proposal  No.  1");  FOR
approval of an amendment to the Company's 1992 Stock Plan to increase the number
of shares of common stock  reserved for issuance by 2,000,000  shares  (Proposal
No. 2); FOR ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's  independent  accountants  for the fiscal  year  ending  April 1, 2000
("Proposal  No. 3"); and as voted by the Proxy  holders in  connection  with any
other  business  as may  properly  come  before the  meeting or any  adjournment
thereof.

VOTING AND SOLICITATION

Holders of shares of Common  Stock are  entitled to one vote for each share held
as of the Record  Date.  Shares of Common  Stock may not be voted  cumulatively.
Votes cast by proxy or in person at the Annual  Meeting will be tabulated by the
Inspector of Elections  (the  "Inspector")  with the assistance of the Company's
transfer  agent.  The Inspector also will  determine  whether or not a quorum is
present. With regard to the election of directors, votes may be cast in favor or
withheld;  votes that are withheld  will be excluded  entirely from the vote and
will have no effect.  Abstentions may be specified on all proposals  (other than
the  election of  directors)  and will be counted as present for purposes of the
item on which the  abstention is noted.  An abstention  has the same effect as a
vote "Against" the matter.  In the event that a broker indicates on a Proxy that
it does not have discretionary  authority to vote certain shares on a particular
matter  ("broker  non-vote"),  those shares will not be  considered  present and
entitled to vote with respect to that matter.

Each  nominee to serve on the  Company's  Board of  Directors to be elected must
receive a plurality of the votes of the shares  present in person or represented
by proxy at the Annual Meeting and entitled to vote on the election of directors
(provided a quorum is present).  Votes  "Withheld," as well as broker non-votes,
will not contribute to the number of votes required to elect a director.

Proposal No. 2 and Proposal No. 3 each require for approval the affirmative vote
of a majority of the shares of Common Stock of the Company  present in person or
by proxy at the  Annual  Meeting  and  entitled  to vote  (provided  a quorum is
present).  Votes  "Against" and "Abstain" will count toward the number of shares
voted at the Annual Meeting,  but will not contribute toward the required number
of votes  necessary  to  approve  Proposal  No. 2 and  Proposal  No.  3.  Broker
non-votes  will not be counted  toward the number of shares  voted at the Annual
Meeting in  determining  the number of  affirmative  votes  necessary to approve
Proposal No. 2 and Proposal No. 3.

Unless otherwise  instructed by the stockholder or described herein,  each Proxy
validly  returned  in the form  accompanying  this Proxy  Statement  that is not
revoked will be voted in the election of directors "For" each of the nominees of
the Board of Directors, and "For" Proposal No. 2 and Proposal No. 3 described in
this  Proxy  Statement,  and at the Proxy  holders'  discretion,  on such  other
matters, if any, that may come before the Annual Meeting (including any proposal
to adjourn the Annual Meeting).

The  expenses of  soliciting  Proxies in the  enclosed  form will be paid by the
Company.  Following  the  original  mailing  of the Proxy  and other  soliciting
materials,  the Company will  request  brokers,  custodians,  nominees and other
record holders to forward copies of the Proxy and other soliciting  materials to
persons for whom they hold shares of Common Stock and to request  authority  for
the exercise of Proxies.  In such cases,  the  Company,  upon the request of the
record  holders,  will  reimburse  such holders for their  reasonable  expenses.
Proxies may also be solicited by certain of the Company's directors, officers or
regular employees, without additional compensation, in person or by telephone or
telecopy.

                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

At the Annual  Meeting,  the  stockholders  shall  elect four  directors  of the
Company to serve until the next annual meeting of  stockholders  and until their
successors  have been  elected  or until  their  earlier  resignation,  death or
removal.  The  Board of  Directors  of the  Company  (the  "Board"  or "Board of
Directors")  has  nominated  for  election as  directors  each of the  following
persons: Sanford L. Kane, Jon B. Minnis, C.N. Reddy and N. Damodar Reddy. Unless
otherwise  instructed,  the Proxy holders will vote the Proxies received by them
for the  Company's  nominees  named  below.  Each of the nominees is currently a
director of the  Company.  Assuming a quorum is present,  the four  nominees for
election as  directors  who receive  the  greatest  number of votes cast for the
election  of  directors  at the Annual  Meeting  will  become  directors  at the
conclusion of the  tabulation of votes.  In the event that any nominee is unable
or  declines  to serve as a  director  at the time of the  Annual  Meeting,  the
Proxies  will be voted for any  nominee who shall be  designated  by the present
Board  of  Directors  to fill  the  vacancy  or the  Board  will be  reduced  in
accordance  with the Bylaws of the Company.  It is not expected that any nominee
will be unable, or will decline, to serve as a director.

DIRECTORS/NOMINEES

The  names of the  current  members  of the  Board,  who are also the  Company's
nominees  for the  Board,  their ages as of July 23,  1999,  and  certain  other
information about them, are set forth below:

<TABLE>
<CAPTION>

Name of Nominee and       Age   Principle Occupation          Director
Director                                                        Since
- ------------------------  ----  ---------------------------  -----------
<S>                      <C>                                   <C>
N. Damodar Reddy (1)      60    Chairman of the Board,          1985
                                Chief Executive Officer
                                and President of the
                                Company

C. N. Reddy               43    Executive Vice President,       1985
                                Chief Operating Officer
                                and Secretary of the
                                Company

Jon B. Minnis (1)(2)(3)   63    President of Milpitas           1992
                                Materials Company

Stanford L. Kane          57    President of Kane               1993
(1)(2)(3)                       Concepts Incorporated
</TABLE>

(1)   Member of the Compensation Committee.
(2)   Member of the Audit Committee.
(3)   Member of the Stock Benefit Committee.

N.  Damodar  Reddy  and C.N.  Reddy  are  brothers.  There  are no other  family
relationships among any of the directors or executive officers of the Company.

N.  Damodar  Reddy  is the  co-founder  of the  Company  and has  served  as the
Company's  Chairman of the Board, Chief Executive Officer and President from its
inception  in  February  1985.  Mr.  Reddy also  served as the  Company's  Chief
Financial  Officer from June 1998 until  January 1999 . From  September  1983 to
February  1985,  Mr. Reddy served as President  and Chief  Executive  Officer of
Modular  Semiconductor,  Inc.,  and from 1980 to 1983,  he served as  manager of
Advanced  CMOS  Technology  Development  at  Synertek,  Inc.,  a  subsidiary  of
Honeywell,  Inc.  Prior to that  time,  Mr.  Reddy  held  various  research  and
development  and  management  positions at Four Phase  Systems,  a subsidiary of
Motorola,  Inc., Fairchild  Semiconductor and RCA Technology Center. He holds an
M.S. degree in Electrical  Engineering from North Dakota State University and an
M.B.A.  from Santa Clara  University.  N.  Damodar  Reddy is the brother of C.N.
Reddy.

C.N.  Reddy is the  co-founder  of the Company  and has served as the  Company's
Secretary  and  director  since its  inception  in February  1985.  Beginning in
February  1985,  Mr. Reddy served as the Company's Vice President - Engineering.
In May 1993, he was appointed Senior Vice-President - Engineering and Operations
of the Company.  In December 1997, he was appointed Executive Vice President and
Chief  Operating  Officer.  From 1984 to 1985,  he served as  Director of Memory
Products of Modular Semiconductor, Inc., and from 1983 to 1984, Mr. Reddy served
as a SRAM product line manager for Cypress Semiconductor Corporation.  From 1980
to 1983, Mr. Reddy served as a DRAM development  manager for Texas  Instruments,
Inc.  and,  before that, he was a design  engineer  with National  Semiconductor
Corporation  for two  years.  Mr.  Reddy  holds  an M.S.  degree  in  Electrical
Engineering from Utah State University.  C.N. Reddy is named inventor of over 15
patents  related  to SRAM and DRAM  designs.  C.N.  Reddy is the  brother  of N.
Damodar Reddy.

Jon B. Minnis has served as a director of the Company since April 1992. For more
than the past 29 years, he has been President of Milpitas  Materials  Company, a
construction  materials  company.  Mr.  Minnis has also been involved in venture
capital investment activities for high technology companies.

Sanford L. Kane has served as a director  of the  Company's  Board of  Directors
since June 1993. He currently serves as President of Kane Concepts Incorporated,
a consulting company. From January 1993 to April 1995, he served as Chairman and
Chief  Executive  Officer of Tower  Semiconductor  Ltd.,  a publicly  held wafer
fabrication  company.  From October 1990 to January  1992,  he was President and
Chief Executive  Officer of PCO, Inc., a manufacturer of fiber optic  electronic
products.  From July 1989 to June 1990,  he was  President  and Chief  Executive
Officer of U.S. Memories, Inc., a joint venture that was intended to be a United
States  manufacturer of  semiconductor  memory devices.  Prior to July 1989, Mr.
Kane spent 27 years with IBM in various managerial and technical positions, most
recently as Vice President of Industry Operations - General Technology Division.
While at IBM,  Mr. Kane served as a director of SEMATECH  and the  Semiconductor
Industry Association.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

BOARD OF DIRECTORS

During  the  fiscal  year  ended  April 3, 1999  ("fiscal  1999"),  the Board of
Directors met five times and acted by unanimous written consent five times. Each
incumbent director attended all of the meetings of the Board of Directors and of
the committees of the Board on which he served.

The Board of Directors has delegated certain authority to designated committees.
Standing  committees  of the  Board  currently  include  an Audit  Committee,  a
Compensation Committee and a Stock Benefit Committee, the current membership and
duties of which  are set  forth  below.  The  Board  does not have a  nominating
committee or a committee  performing  the  functions of a nominating  committee.
Although there are no formal  procedures for stockholders to nominate persons to
serve as directors, the Board will consider nominations from stockholders, which
should be addressed to the  Company's  Secretary  at the  Company's  address set
forth above.

                Audit Committee        Compensation       Stock Benefit
                                        Committee           Committee
              ---------------------  -----------------  -------------------
                Sanford L. Kane      Sanford L. Kane     Sanford L. Kane
                 Jon B. Minnis        Jon B. Minnis       Jon B. Minnis
                                     N. Damodar Reddy

AUDIT COMMITTEE

The Audit  Committee  consists of two  directors  and  exercises  the  following
powers:  (1) meets  with the  Company's  independent  accountants  to review the
adequacy of the  Company's  internal  control  systems and  financial  reporting
procedures; (2) reviews the general scope of the Company's annual audit and fees
charged by the independent accountants; (3) reviews and monitors the performance
of non-audit services provided by the independent  accountants;  and (4) reviews
interested  transactions  between the Company and any of its  affiliates and any
other  matter  to be  passed  upon by an audit  committee  as a matter of law or
pursuant to the rules and regulations of any stock exchange or other  securities
market upon which the Company's  securities may be listed.  The Audit  Committee
held two meeting in fiscal 1999.

COMPENSATION COMMITTEE

The  Compensation  Committee  consists of three directors and sets all non-stock
compensation for the Company's officers,  employees and service providers, other
than  directors.  The  Compensation  Committee  met once and acted by  unanimous
written consent five times in fiscal 1999.

STOCK BENEFIT COMMITTEE

The Stock  Benefit  Committee  consists of two  directors  and  administers  the
Company's  1992 Stock  Option Plan,  1993  Directors  Stock  Option  Plan,  1996
Employee  Stock  Purchase  Plan and other  stock  benefit  plans  for  officers,
employees and other service providers; however, the Stock Benefit Committee does
not  administer  discretionary  stock  benefit  plans for  directors.  The Stock
Benefit  Committee met once and acted by unanimous  written  consent 38 times in
fiscal 1999.

DIRECTORS' COMPENSATION

Directors  resident in  California  do not receive  compensation  for serving as
members  of  the  Company's  Board  of  Directors;  directors  resident  outside
California  receive a $5,000  fee for each  meeting  of the  Company's  Board of
Directors physically attended by such director (provided,  however, that no such
director shall be paid more than $20,000 during any fiscal year).  All directors
are reimbursed for expenses incurred  attending meetings of the Board. In fiscal
1994, Directors Messrs.  Minnis and Kane, the Company's two non-employee members
of the Board of  Directors,  were granted  options to purchase  90,000 shares of
Common Stock, at an exercise price per share of $1.33 which are now fully vested
and exercisable.  In fiscal 1998, Directors Messrs. Minnis and Kane were granted
options to purchase  50,000  shares of Common  Stock,  at an exercise  price per
share of $5.50. Each of these options vest in increments of 20% per year on each
of the first five  anniversaries  of June 9, 1997, in the case of Mr. Kane,  and
May 10, 1997, in the case of Mr. Minnis.

                  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
                THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

                                 Proposal No. 2
                 Approval of an Amendment to the 1992 Stock Plan

In 1992,  the Board of  Directors  adopted,  and the  stockholders  subsequently
approved,  the  Company's  1992 Stock Plan (the "1992  Plan").  As a result of a
series of  amendments,  at July 23,  1999  there  were  9,000,000  shares of the
Company's  Common Stock  authorized for issuance under the 1992 Plan,  including
all options which have been granted under the 1992 Plan prior to such date.

At July 9, 1999,  options  (net of  canceled  or expired  options)  covering  an
aggregate of  7,349,113  shares of the  Company's  Common Stock had been granted
under the 1992 Plan,  and 1,650,887  shares (other than any shares that might in
the  future  be  returned  to the  1992  Plan as a  result  of  cancellation  or
expiration of options) remained  available for future grant under the 1992 Plan.
The  amendment  to the 1992 Plan would  increase  the number of shares of common
stock  reserved for issuance by 2,000,000  shares,  from 9,000,000 to 11,000,000
shares

Stockholders  are  requested in this  Proposal 2 to approve the amendment to the
1992 Plan.  If the  stockholders  fail to approve this Proposal 2, the number of
shares  authorized  for  issuance  under the 1992 Plan will remain at  9,000,000
shares.  The affirmative vote of the holders of a majority of the shares present
in person or represented by proxy and entitled to vote at the meeting,  at which
a quorum is present, will be required to approve the amendment to the 1992 Plan.
Abstentions will be counted toward the tabulation of votes cast on this proposal
and will have the same  effect  as  negative  votes.  Broker  non-votes  are not
counted in determining whether this proposal has been approved.

                  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
                APPROVAL OF THE AMENDMENT OF THE 1992 STOCK PLAN.

The essential features of the 1992 Plan are outlined below:

GENERAL

The 1992 Plan  provides for the grant of both  incentive  and  nonstatutory  (or
supplemental) stock options. Incentive stock options granted under the 1992 Plan
are  intended  to qualify as  "incentive  stock  options"  within the meaning of
Section 422 of the Code.  Nonstatutory stock options granted under the 1992 Plan
are intended  not to qualify as  incentive  stock  options  under the Code.  See
"Federal  Income Tax  Information"  for a  discussion  of the tax  treatment  of
incentive and nonstatutory stock options.

PURPOSE

The 1992 Plan was  adopted to  provide a means by which  selected  officers  and
employees of and consultants to the Company and its affiliates could be given an
opportunity  to  purchase  stock in the  Company,  to  assist in  retaining  the
services of employees  holding key positions,  to secure and retain the services
of persons capable of filling such positions and to provide  incentives for such
persons to exert  maximum  efforts  for the success of the  Company.  All of the
Company's   approximately   167  employees  and   consultants  are  eligible  to
participate in the 1992 Plan.

ADMINISTRATION

The 1992 Plan is  administered  by the Board of Directors  of the  Company.  The
Board has the power to construe and interpret the 1992 Plan and,  subject to the
provisions  of the 1992 Plan,  to determine the persons to whom and the dates on
which  options  will be  granted,  the  number of shares to be  subject  to each
option,  the time or times during the term of each option  within which all or a
portion  of such  option  may be  exercised,  the  exercise  price,  the type of
consideration  and  other  terms  of the  option.  The  Board  of  Directors  is
authorized to delegate  administration of the 1992 Plan to a committee  composed
of not  fewer  than two (2)  members  of the  Board.  The  Board  has  delegated
administration of the 1992 Plan to the Stock Benefits Committee of the Board. As
used  herein  with  respect to the 1992 Plan,  the  "Board"  refers to the Stock
Benefits Committee, as well as to the Board of Directors itself.

ELIGIBILITY

Incentive  stock  options may be granted  under the 1992 Plan only to  employees
(including  officers)  of the Company  and its  affiliates.  Selected  employees
(including  officers) and consultants are eligible to receive nonstatutory stock
options under the 1992 Plan.

No option may be granted  under the 1992 Plan to any person  who, at the time of
the  grant,  owns (or is deemed to own)  stock  possessing  more than 10% of the
total  combined  voting  power of the Company or any  affiliate  of the Company,
unless the option  exercise  price is at least 110% of the fair market  value of
the stock subject to the option on the date of grant, and the term of the option
does not exceed five (5) years from the date of grant. With respect to incentive
stock  options  granted under the 1992 Plan,  the  aggregate  fair market value,
determined  at the time of grant,  of the shares of Common Stock with respect to
which such options are  exercisable for the first time by an optionee during any
calendar year (under all such plans of the Company and its  affiliates)  may not
exceed $100,000.  1992 Plan includes a per-employee,  per-fiscal year limitation
equal to 700,000 shares of Common Stock.

STOCK SUBJECT TO THE 1992 PLAN

If options  granted  under the 1992 Plan expire or otherwise  terminate  without
being exercised,  the Common Stock not purchased  pursuant to such options again
becomes available for issuance under the 1992 Plan.

TERMS OF OPTIONS

The following is a  description  of the  permissible  terms of options under the
1992 Plan.  Individual option grants may be more restrictive as to any or all of
the permissible terms described below.

EXERCISE PRICE; PAYMENT. The exercise price of incentive stock options under the
1992 Plan may not be less than the fair market value of the Common Stock subject
to the  option  on the  date  of the  option  grant,  and  in  some  cases  (see
"Eligibility"  above),  may not be less than 110% of such fair market value. The
exercise price of nonstatutory  options under the 1992 Plan may not be less than
85% of the fair market  value of the Common  Stock  subject to the option on the
date of the option grant.  However, if options were granted with exercise prices
below market value, deductions for compensation  attributable to the exercise of
such  options  could be limited  by  Section  162(m).  See  "Federal  Income Tax
Information."

The exercise  price of options  granted under the 1992 Plan must be paid either:
(a) in cash at the time the option is exercised; or (b) at the discretion of the
Board, (I) by delivery of other Common Stock of the Company,  (ii) pursuant to a
deferred  payment  arrangement  or in any  other  form  of  legal  consideration
acceptable to the Board.

OPTION EXERCISE.  Options granted under the 1992 Plan may become  exercisable in
cumulative  installments  ("vest") as determined by the Board. Shares covered by
currently  outstanding options under the 1992 Plan typically vest at the rate of
20% on each  anniversary of the grant date during the  optionee's  employment or
service as a consultant.  Shares covered by options  granted in the future under
the 1992 Plan may be subject to different vesting terms. The Board has the power
to  accelerate  the time during which an option may be  exercised.  In addition,
options granted under the 1992 Plan may permit exercise prior to vesting, but in
such event the  optionee may be required to enter into an early  exercise  stock
purchase  agreement that allows the Company to repurchase  shares not yet vested
should the  optionee  leave the employ of the Company  prior to vesting.  To the
extent provided by the terms of an option,  an optionee may satisfy any federal,
state or local tax  withholding  obligation  relating  to the  exercise  of such
option by a cash payment upon exercise, by authorizing the Company to withhold a
portion  of  the  stock  otherwise  issuable  to  the  optionee,  by  delivering
already-owned stock of the Company or by a combination of these means.

TERM. The maximum term of options under the 1992 Plan is ten (10) years,  except
that in certain  cases (see  "Eligibility")  the maximum term is five (5) years.
Options under the 1992 Plan terminate three (3) months after  termination of the
optionee's employment or relationship as a consultant or director of the Company
or any  affiliate of the  Company,  unless (a) such  termination  is due to such
person's  permanent and total disability (as defined in the Code), in which case
the option  may,  but need not,  provide  that it may be  exercised  at any time
within one year of such termination;  (b) the optionee dies while employed by or
serving as a  consultant  or  director of the  Company or any  affiliate  of the
Company,  or within three (3) months after termination of such relationship,  in
which case the option may, but need not,  provide  that it may be exercised  (to
the  extent  the option was  exercisable  at the time of the  optionee's  death)
within eighteen (18) months of the optionee's  death by the person or persons to
whom  the  rights  to such  option  pass by will or by the laws of  descent  and
distribution;  (c) or the option by its terms specifically  provides  otherwise.
Individual  options by their terms may provide for  exercise  within a longer or
shorter  period of time  following  termination  of employment or the consulting
relationship. The option term may also be extended in the event that exercise of
the option  within these  periods is  prohibited  under then current  securities
laws.

ADJUSTMENT PROVISIONS

If there is any  change in the stock  subject to the 1992 Plan or subject to any
option   granted   under  the  1992   Plan   (through   merger,   consolidation,
reorganization,  recapitalization,  stock  dividend,  dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change in corporate structure or otherwise),  the 1992 Plan and options
outstanding  thereunder will be  appropriately  adjusted as to the class and the
maximum  number of shares  subject to such plan,  the  maximum  number of shares
which may be granted to an employee during a fiscal year, and the class,  number
of shares and price per share of stock subject to such outstanding options.

EFFECT OF CERTAIN CORPORATE EVENTS

The 1992 Plan provides that, in the event of a dissolution or liquidation of the
Company,  specified  type of merger or other  corporate  reorganization,  to the
extent  permitted by law, any surviving  corporation  will be required to either
assume options outstanding under the 1992 Plan or substitute similar options for
those outstanding under such plan, or such outstanding  options will continue in
full force and effect. In the event that any surviving  corporation  declines to
assume or continue  options  outstanding  under the 1992 Plan,  or to substitute
similar options,  then the options will terminate if not exercised prior to such
time.

DURATION, AMENDMENT AND TERMINATION

The Board may suspend or terminate the 1992 Plan without stockholder approval or
ratification  at any time or from time to time.  Unless sooner  terminated,  the
1992 Plan will terminate on April 7, 2002.

The  Board  may  also  amend  the 1992  Plan at any  time or from  time to time.
However,  no amendment will be effective  unless approved by the stockholders of
the Company  within twelve (12) months before or after its adoption by the Board
if stockholder approval is required in order for the Plan to satisfy Section 422
of the Code,  Rule 16b-3 ("Rule  16b-3") of the  Exchange  Act, or the Nasdaq or
securities  exchange  rules,  as  applicable.  The  Board may  submit  any other
amendment to the 1992 Plan for stockholder approval,  including, but not limited
to,  amendments  intended to satisfy the  requirements  of Section 162(m) of the
Code  regarding  the  exclusion  of  performance-based   compensation  from  the
limitation on the deductibility of compensation paid to certain employees.

RESTRICTIONS ON TRANSFER

Under the 1992 Plan,  an option may be  transferred  by the  optionee in limited
circumstances only as provided in the optionee's option agreement or pursuant to
a will or by the laws of descent and  distribution  and,  during the lifetime of
the optionee, may be exercised only by the optionee. In addition, shares subject
to repurchase by the Company under an early exercise  stock  purchase  agreement
may be subject to restrictions on transfer which the Board deems appropriate.

FEDERAL INCOME TAX INFORMATION

INCENTIVE  STOCK  OPTIONS.  Incentive  stock  options  under  the 1992  Plan are
intended to be eligible for the favorable federal income tax treatment  accorded
"incentive stock options" under the Code.

There  generally are no federal income tax  consequences  to the optionee or the
Company  by  reason of the  grant or  exercise  of an  incentive  stock  option.
However,  the exercise of an incentive  stock option may increase the optionee's
alternative minimum tax liability, if any.

If an optionee  holds stock  acquired  through  exercise of an  incentive  stock
option  for at least two (2) years  from the date on which the option is granted
and at least one year from the date on which the shares are  transferred  to the
optionee upon exercise of the option,  any gain or loss on a disposition of such
stock  will be  long-term  capital  gain or  loss.  Generally,  if the  optionee
disposes of the stock before the  expiration of either of these holding  periods
(a "disqualifying  disposition"),  at the time of disposition, the optionee will
realize  taxable  ordinary  income  equal to the lesser of (a) the excess of the
stock's fair market value on the date of exercise  over the exercise  price,  or
(b) the optionee's actual gain, if any, on the purchase and sale. Any additional
gain, or any loss, upon the disqualifying  disposition will be a capital gain or
loss,  which will be long-term or short-term  depending on whether the stock was
held for more than one year.  Long-term  capital  gains  currently are generally
subject to lower tax rates than ordinary income.  The maximum capital gains rate
for federal  income tax  purposes is  currently  20% while the maximum  ordinary
income rate is effectively 39.6% at the present time.  Slightly  different rules
may apply to optionees who acquire stock subject to certain  repurchase  options
or who are subject to Section 16(b) of the Exchange Act.

To  the  extent  the  optionee   recognizes  ordinary  income  by  reason  of  a
disqualifying  disposition,  the Company will generally be entitled  (subject to
the requirement of reasonableness,  the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding  business
expense deduction in the tax year in which the disqualifying disposition occurs.

NONSTATUTORY  STOCK OPTIONS.  Nonstatutory  stock options granted under the 1992
Plan generally have the following federal income tax consequences:

There are no tax  consequences  to the  optionee or the Company by reason of the
grant of a  nonstatutory  stock option.  Upon exercise of a  nonstatutory  stock
option,  the optionee  normally will recognize  taxable ordinary income equal to
the excess of the  stock's  fair market  value on the date of exercise  over the
option  exercise  price.  Generally,  with respect to employees,  the Company is
required to withhold from regular wages or supplemental  wage payments an amount
based  on  the  ordinary  income  recognized.  Subject  to  the  requirement  of
reasonableness,   the   provisions  of  Section  162(m)  of  the  Code  and  the
satisfaction  of a tax  reporting  obligation,  the Company  will  generally  be
entitled to a business  expense  deduction equal to the taxable  ordinary income
realized by the  optionee.  Upon  disposition  of the stock,  the optionee  will
recognize  a capital  gain or loss equal to the  difference  between the selling
price and the sum of the amount  paid for such stock plus any amount  recognized
as ordinary  income upon exercise of the option.  Such gain or loss will be long
or  short-term  depending  on whether the stock was held for more than one year.
Slightly  different  rules may apply to optionees  who acquire  stock subject to
certain  repurchase  options or who are subject to Section 16(b) of the Exchange
Act.

POTENTIAL LIMITATION ON COMPANY DEDUCTIONS. In 1993, the Code was amended to add
Section 162(m),  which denies a deduction to any  publicly-held  corporation for
compensation  paid to certain  employees  in a taxable  year to the extent  that
compensation exceeds $1,000,000 for a covered employee,  as such term is defined
in  Section  162(m)  and  the  regulations  thereunder.   It  is  possible  that
compensation  attributable to stock options,  when combined with all other types
of compensation  received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year.

Certain   kinds  of   compensation,   including   qualified   "performance-based
compensation,"  are  disregarded  for purposes of the deduction  limitation.  In
accordance  with proposed  Treasury  regulations  issued under  Section  162(m),
compensation  attributable  to stock  options will qualify as  performance-based
compensation,  provided that the option is granted by a  compensation  committee
comprised solely of "outside directors" and either: (I) the option plan contains
a  per-employee  limitation  on the  number of shares for which  options  may be
granted during a specified  period,  the per-employee  limitation is approved by
the stockholders,  and the exercise price of the option is no less than the fair
market  value of the stock on the date of grant;  or (ii) the  option is granted
(or  exercisable)  only upon the  achievement  (as  certified  in writing by the
compensation  committee) of an objective performance goal established in writing
by the compensation committee while the outcome is substantially  uncertain, and
the option is approved by stockholders.

The  following  table  shows the  number of  shares  of Common  Stock  currently
issuable upon exercise of options  granted to the named  individuals  and groups
under the 1992 Stock Plan during the fiscal year ended April 3, 1999.

<TABLE>
<CAPTION>

                          Plan Benefits - 1992 Stock Plan

        Name and Principal Position              Number of          Average
                                                Options (1)     Exercise Price
- ---------------------------------------------  ---------------  ----------------
<S>                                              <C>               <C>
N. Damodar Reddy                                       0              -
President and Chief Executive Officer

C. N. Reddy                                            0              -
Executive Vice President and Chief
Operating Officer

David Eichler                                    100,000             $4.0625
Vice President, Finance and Administration
and Chief Financial Officer

Bradley Perkins                                  100,000             $4.5000
Vice President and General Counsel

Sunit Saxena                                      30,000             $2.3130
Vice President, Product/Test Engineering
and Operations

Ritu Shrivastava                                 198,750             $3.4006
Vice President, Technology Development

Executive Officers as a Group                    428,750             $3.7353

Non-Executive Director Group (2)                       0              -

Non-Executive Officer Employee Group             976,400             $3.4276
</TABLE>

(1) All  options  granted  at fair  market  value as of date of grant.

(2) Only officers and other key employees  (including  consultants) are eligible
to participate in this Plan.

                                 Proposal No. 3

               Ratification of Appointment of Independent Accountants

The Board of Directors has appointed PricewaterhouseCoopers LLP as the Company's
independent  accountants  for the fiscal  year  ending  April 1,  2000,  and the
stockholders are being asked to ratify such appointment.  PricewaterhouseCoopers
LLP  (or  its  predecessor)  has  been  engaged  as  the  Company's  independent
accountants  since  the  Company's   inception  in  1985.   Representatives   of
PricewaterhouseCoopers  LLP are  expected  to be present at the Annual  Meeting,
will be given an  opportunity  to make a statement  if they desire to do so, and
are expected to be available to respond to appropriate questions.

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
     OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.


                         Executive Officers of the Company

Certain  information  concerning  executive  officers of the Company,  including
their ages of July 23, 1999, is set forth below:

<TABLE>
<CAPTION>

Name                 Age    Position
- ------------------  -----   ----------------------------------------------
<S>                  <C>    <C>
N. Damodar Reddy     60     Chairman, President and Chief Executive
                            Officer

C.N. Reddy           43     Executive Vice President, Chief Operating
                            Officer, Director and Secretary

David Eichler        50     Vice President, Finance and Administration
                            and Chief Financial Officer

Bradley A. Perkins   42     Vice President and General Counsel

Sunit Saxena         40     Vice President, Product/Test Engineering
                            and Operations

William Scharrenberg 57     Vice President, Marketing

Ritu Shrivastava     48     Vice President, Technology Development
</TABLE>

N.  Damodar  Reddy  is the  co-founder  of the  Company  and has  served  as the
Company's  Chairman of the Board, Chief Executive Officer and President from its
inception  in  February  1985.  Mr.  Reddy also  served as the  Company's  Chief
Financial  Officer from June 1998 until  January 1999 . From  September  1983 to
February  1985,  Mr. Reddy served as President  and Chief  Executive  Officer of
Modular  Semiconductor,  Inc.,  and from 1980 to 1983,  he served as  manager of
Advanced  CMOS  Technology  Development  at  Synertek,  Inc.,  a  subsidiary  of
Honeywell,  Inc.  Prior to that  time,  Mr.  Reddy  held  various  research  and
development  and  management  positions at Four Phase  Systems,  a subsidiary of
Motorola,  Inc., Fairchild  Semiconductor and RCA Technology Center. He holds an
M.S. degree in Electrical  Engineering from North Dakota State University and an
M.B.A.  from Santa Clara  University.  N.  Damodar  Reddy is the brother of C.N.
Reddy.

C.N.  Reddy is the  co-founder  of the Company  and has served as the  Company's
Secretary  and  director  since its  inception  in February  1985.  Beginning in
February  1985,  Mr. Reddy served as the Company's Vice President - Engineering.
In May 1993, he was appointed Senior Vice-President - Engineering and Operations
of the Company.  In December 1997, he was appointed Executive Vice President and
Chief  Operating  Officer.  From 1984 to 1985,  he served as  Director of Memory
Products of Modular Semiconductor, Inc., and from 1983 to 1984, Mr. Reddy served
as a SRAM product line manager for Cypress Semiconductor Corporation.  From 1980
to 1983, Mr. Reddy served as a DRAM development  manager for Texas  Instruments,
Inc.  and,  before that, he was a design  engineer  with National  Semiconductor
Corporation  for two  years.  Mr.  Reddy  holds  an M.S.  degree  in  Electrical
Engineering from Utah State University.  C.N. Reddy is named inventor of over 15
patents  related  to SRAM and DRAM  designs.  C.N.  Reddy is the  brother  of N.
Damodar Reddy.

David  Eichler  joined the  Company  in January  1999,  and was  appointed  Vice
President  Finance and  Administration  and Chief  Financial  Officer.  Prior to
joining the Company, Mr. Eichler was Vice President Finance and Chief Accounting
Officer for Adobe Systems Incorporated in 1998. From 1994 to 1998, he was Senior
Vice President Finance & Administration  and Chief Financial Officer for Hyundai
Electronics  America. He has also held senior financial  management positions at
Syntex Corporation, Oki Semiconductor and Tandem Computers Incorporated.

Bradley A. Perkins  joined the Company in January 1999,  and was appointed  Vice
President and General  Counsel.  Prior to joining the Company,  Mr.  Perkins was
Vice  President,  General  Counsel  and  Secretary  at Mission  West  Properties
(formerly  Berg & Berg  Developers),  from  January 1998 to January  1999.  From
November 1991 to January 1998,  Mr. Perkins was with Valence  Technology,  Inc.,
where he was Vice President,  General Counsel and Secretary. From August 1988 to
November  1991,  Mr.  Perkins was  Assistant  General  Counsel and  Intellectual
Property Counsel with VLSI Technology, Inc.

Sunit Saxena joined the Company in January 1995 and was appointed Vice President
- - Product/Test  Engineering  and Operations in January 1998. Mr. Saxena had been
appointed Vice President - Product  Engineering in August 1995. Prior to joining
the Company, Mr. Saxena held positions at Altera as Director of Product and Test
Engineering  and at  Advanced  Micro  Devices,  Inc.  where his career  included
management of Product/Test  Engineering  for CMOS and Bipolar Network  products,
the 2900  series  Microprocessor  family,  DRAMs,  and process  development  and
management  of EPROM and EEPROM.  Mr.  Saxena has an M.S.  degree in Solid State
Device Physics from the Indian  Institute of Technology in New Delhi,  India and
an M.S. degree in Computer Engineering from Syracuse University.

William  Scharrenberg joined the Company in October 1998, and was appointed Vice
President  of  Marketing.  In May  1999,  he  assumed  the role of  acting  Vice
President of Sales.  From October 1996 to September 1998, Mr.  Scharrenberg  was
the Vice President of Sales and Marketing for Cubic Memory. Mr. Scharrenberg was
the Director of the Memory  Business  Unit for Siemens from January 1995 to July
1996. From November 1993 to January 1995, Mr.  Scharrenberg  was the Director of
Marketing  for  Hyundai  Electronics.  From  September  1990 to July  1993,  Mr.
Scharrenberg was with Quality Semiconductor as Vice President of Marketing.

Ritu  Shrivastava  joined the Company in November  1993,  and was appointed Vice
President  -  Technology   Development  in  August  1995.  Mr.  Shrivastava  was
designated as an executive officer of the Company in July 1997. Prior to joining
the Company,  Dr.  Shrivastava worked at Cypress  Semiconductor  Corporation for
more than 10 years in  various  technology  management  positions,  the last one
being Director of Technology  Development.  Prior to that time, Dr.  Shrivastava
was with Mostek Corporation for 3 years,  responsible for CMOS development.  Dr.
Shrivastava  served on the  Electrical  Engineering  faculty at Louisiana  State
University  where he also  received his Ph.D..  Dr.  Shrivastava  completed  his
Masters and  Bachelor's  degrees in Electrical  Communication  Engineering  from
Indian Institute of Science, Bangalore, India and a Bachelor's degree in Physics
from Jabalpur  University,  India.  Dr.  Shrivastava is named inventor in over 9
patents related to various technologies, and is a Senior Member of IEEE.

         Security Ownership of Certain Beneficial Owners And Management

The following table sets forth information that has been provided to the Company
with respect to beneficial  ownership of shares of the Company's Common Stock as
of July 9, 1999 (or such other date as may be  indicated in the footnote for the
respective  person)  for (i) each  person  who is known  by the  Company  to own
beneficially  more than 5% of the outstanding  shares of Common Stock, (ii) each
executive  officer  and former  executive  officer of the  Company  named in the
Summary  Compensation  Table,  (iii) each  director  of the Company and (iv) all
directors  and  executive  officers of the Company as a group.  On July 9, 1999,
there were 41,608,582 shares of the Company's Common Stock outstanding.

<TABLE>
<CAPTION>

                                                Shares Beneficial
                                                  Owned (1)(2)
                                             ------------------------
Name of Beneficial Owner                      Number of     Percent
                                                Shares        (%)
- -------------------------------------------  -------------  ---------
<S>                                         <C>              <C>
C.N. Reddy (3)                               7,963,750        19.1
N. Damodar Reddy (4)                         7,900,150        18.9
State of Wisconsin Investment Board (5)      5,631,000        13.5
Jon B. Minnis (6)                            1,145,000         2.7
Sunit Saxena (7)                               207,185         *
Ritu Shrivastava (8)                           141,294         *
Sanford L. Kane (9)                            110,000         *
Bradley Perkins                                      0         *
David Eichler                                        0         *
Phil Richards (10)                               2,400         *
Gregory Barton (11)                             15,622         *
All executive officers (and former          17,485,401        42.0
officers) and directors named in the
Summary Compensation Table as a group (10
persons) (12)
</TABLE>

*    Less than 1%.

(1)  Unless  otherwise noted, the Company believes that all persons named in the
     table have sole voting and sole investment power with respect to all shares
     of  Common  Stock  shown  in the  table to be  beneficially  owned by them,
     subject to community property laws where applicable.

(2)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired  by such  person  within  sixty  (60)  days upon the  exercise  of
     options, excluding, however, options granted pursuant to the Company's 1996
     Employee  Stock  Purchase Plan  ("ESPP"),  as the shares  subject to option
     under the ESPP for the next applicable  Purchase Date (August 15, 1999) may
     depend upon the fair market  value of the  Company's  Common  Stock on such
     Purchase  Date,  which  value is not  known  as of the  date of this  Proxy
     Statement.   Each  stockholder's  percentage  ownership  is  determined  by
     assuming  that  options that are held by such person (but not those held by
     any other person) and that are  exercisable  within sixty (60) days of July
     9, 1999 have been exercised.

(3)  Includes 677,500 shares held of record by C.N. Reddy Investments,  Inc., of
     which C.N. Reddy is the sole shareholder.  The address of C.N. Reddy is c/o
     Alliance  Semiconductor  Corporation,  3099 North First  Street,  San Jose,
     California 95134.

(4)  Includes  500,000  shares held of record by N.D.R.  Investments,  Inc.,  of
     which N. Damodar Reddy is the sole  shareholder.  The address of N. Damodar
     Reddy is c/o Alliance Semiconductor  Corporation,  3099 North First Street,
     San Jose, California 95134.

(5)  Represents shares held as of March 31, 1999, as reported on Amendment No. 4
     to  Schedule  13G filed by the State of  Wisconsin  Investment  Board on or
     about  February 2, 1999.  The address of the State of Wisconsin  Investment
     Board is P.O. Box 7842, 112 East Wilson Street, Madison, Wisconsin 53707.

(6)  Includes 1,035,000 shares owned of record by Milpitas Materials Company, of
     which Mr. Minnis is the President and a shareholder. Includes 20,000 shares
     subject to options exercisable within sixty (60) days of July 9, 1999.

(7)  Includes  120,000 shares subject to options  exercisable  within sixty (60)
     days of July 9, 1999.

(8)  Includes  134,375 shares subject to options  exercisable  within sixty (60)
     days of July 9, 1999.

(9)  Includes  20,000 shares  subject to options  exercisable  within sixty (60)
     days of July 9, 1999.

(10) Mr. Richards left the Company in May 1999.

(11) Mr. Barton left the Company in September 1998.

(12) Includes  294,375 shares subject to options  exercisable  within sixty (60)
     days of July 9, 1999. Executive Compensation

The following table sets forth certain  information  concerning  compensation of
(i) the  Company's  Chief  Executive  Officer,  (ii) the four other most  highly
compensated  executive officers of the Company serving at April 3, 1999, for the
fiscal year ended April 3, 1999 and each of the Company's past two fiscal years;
and (iii) two  individuals  who had been an  executive  officer  of the  Company
during,  but not at the end of,  fiscal 1999,  and who, had they been  executive
officers at the end of fiscal 1999,  would have been two of the four most highly
compensated  executive officers of the Company after the Chief Executive Officer
for fiscal 1999.

<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                         Long Term
                                           Annual Compensation          Compensation
                                                                           Awards
                                     --------------------------------  ---------------
                              Fiscal Salary   Bonus    Other Annual      Securities
Name and Principal Position   Year    ($)     ($)(1)   Compensation      Underlying
                                                          ($)(2)       Options (#)(3)
- ----------------------------  -----  -------  -------  --------------  ---------------
<S>                           <C>    <C>      <C>      <C>             <C>
N. Damodar Reddy              1999   300,000     -             -                -
President and Chief           1998   300,000     -             -                -
Executive Officer             1997   300,000     -             -                -

C. N. Reddy                   1999   274,992     -             -                -
Executive Vice President      1998   274,992     -             -                -
and Chief Operating Officer   1997   274,998     -             -                -

David Eichler (4)             1999   49,295      -             -          100,000
Vice President, Finance       1998       -       -             -                -
and Administration and        1997       -       -             -                -
Chief Financial Officer

Bradley Perkins (5)           1999   37,159      -             -          100,000
Vice President and General    1998       -       -             -                -
Counsel                       1997       -       -             -                -

Sunit Saxena                  1999   198,015  36,250           -           30,000
Vice President,               1998   170,192  15,250           -          100,000
Product/Test Engineering      1997   154,000  10,000           -                -
and Operations

Ritu Shrivastava              1999   169,328     -       127,081(6)       198,750
Vice President, Technology    1998   158,000     250           -          125,000
Development                   1997   148,000     -        16,667                -

Phil Richards (7)             1999   156,200  28,008           -                -
Former Vice President,        1998   150,000  30,885           -           10,000
Sales                         1997   142,000  68,023           -                -

Gregory Barton (8)            1999   63,183   38,000           -                -
Former Vice President and     1998   154,560  57,434           -           30,000
General Counsel               1997   138,000  57,579           -           30,000
</TABLE>

(1)  Represents  bonuses  earned for  services  rendered  during the fiscal year
     listed, even if paid after the end of the fiscal year.

(2)  Perquisites  are  excluded  as  their  aggregate  value  did not  meet  the
     reporting  threshold  of the lesser of $50,000 or ten per cent (10%) of the
     individual's salary plus bonus.

(3)  Reflects net options  granted (i.e.,  does not include  options issued upon
     repricing,  where same  number of options  were  canceled  pursuant  to the
     repricing), and excludes grants of options pursuant to the ESPP.

(4)  Mr. Eichler joined the Company in January 1999.

(5)  Mr. Perkins joined the Company in December 1998.

(6)  Under a prior agreement with the Company,  Mr. Shrivastava was to receive a
     reimbursement  from the  Company of $1.1111 per share  exercised  under his
     prior  stock  option  grant.  In  May  1998,  Mr.  Shrivastava  voluntarily
     renounced  his  prior  stock  option  and  the  Company  agreed  to pay Mr.
     Shrivastava $127,081 as a settlement of its obligation to reimburse him.

(7)  Mr.  Richards left the Company in May 1999. (8) Mr. Barton left the Company
     in September 1998.



                         Option Grants In Last Fiscal Year

The following  table provides  information  concerning  each grant of options to
purchase  the  Company's  Common  Stock made  during the fiscal year 1999 to the
executive   officers  and  former  executive   officers  named  in  the  Summary
Compensation Table above.

<TABLE>
<CAPTION>

                                                                Potential Realizable
                Securities  Individual                            Value at assumed
                Underlying Grants % of    Exercise                 Annual Rates of
                Options       Total       Price      Expiration      Stock Price
                            Granted to      Per                   Appreciation for
                           Employees in                          Option Term ($)(1)
                                                                -------------------------
   Grantee      Granted    Fiscal Year      Share       Date        5%          10%
                  (#)         (%)(2)       ($)(3)
- --------------  ---------  -------------  ---------  ---------  ----------  -------------
<S>             <C>             <C>         <C>      <C>       <C>           <C>
David Eichler   100,000(4)      6           4.0625    1/4/05    544,415.63     719,671.88

Brad Perkins    100,000(4)      6           4.5000   12/14/04   603,045.00     797,175.00

Sunit Saxena     30,000(4)      2           2.3130   9/16/04     92,989.54     122,924.39

Ritu             30,000(4)      2           2.3130   9/16/04     92,989.54     122,924.39
Shrivastava

Ritu            168,750(5)     11           3.5940   11/20/04   812,753.90   1,074,392.61
Shrivastava
</TABLE>

*  Less than 1%.

(1)  The above information  concerning five per cent (5%) and ten per cent (10%)
     assumed annual rates of compounded stock price  appreciation is mandated by
     the Securities and Exchange  Commission.  There is no assurance provided to
     any executive  officer or to any other optionee that the actual stock price
     appreciation over the option term will be at the assumed five per cent (5%)
     and ten per  cent  (10%)  levels  set  forth on the  table or at any  other
     defined  level.  Unless the market price of the Common Stock of the Company
     does in fact  appreciate  over the option  term,  no value will be realized
     from the  options  grants  made to the  executive  officers or to any other
     optionee.

(2)  Reflects percentage of total options granted to employees in fiscal 1999.

(3)  The exercise  price may be paid in cash or pursuant to a cashless  exercise
     procedure under which the optionee provides  irrevocable  instructions to a
     brokerage  firm to sell the  purchased  shares and to remit to the Company,
     out of the sale proceeds, an amount equal to the exercise price.

(4)  These options granted  pursuant to the Company's 1992 Stock Option Plan are
     exercisable  as to  twenty  per cent  (20%) of the  shares  underlying  the
     option, in five equal annual installments commencing one year from the date
     of grant. Each of the reported options is an incentive stock option ("ISO")
     to the extent it does not exceed applicable limits set by the tax laws. For
     each option that exceeds such limits,  the number of shares  underlying the
     option grant is allocated  between two options,  the first an ISO up to the
     applicable  limits  set by the tax  laws,  and the  second a  non-statutory
     option for the balance of the shares. In each case,  vesting continues only
     so long as employment  with the Company or one of its  subsidiaries  (or in
     the case of non-statutory  stock option,  one of the Company's  affiliates)
     continues.

(5)  Mr. Shrivastava was granted 168,750 non-qualified stock options on November
     20, 1998, 114,374 of which were replacement options for stock options which
     expired on November 18, 1998. 84,375 shares vest on May 23, 1999 and 84,375
     shares vest on November 23, 1999.  The exercise  price for these options is
     $3.5940  per share,  which is equal to the closing  price of the  Company's
     Common  stock as reported  on the Nasdaq  National  Market on November  20,
     1998, the grant date.

                           Aggregated Option Exercises
             In Last Fiscal Year and Fiscal Year-End Option Values

The  following  table sets  forth  information  concerning  shares  acquired  on
exercise of stock options during fiscal 1999 and the value of stock options held
at the end of  fiscal  1999 by each of the  executive  officers  and the  former
executive officers named in the Summary Compensation Table above.

<TABLE>
<CAPTION>

                                             Number of Securities           Value of
                   Shares      Value              Underlying              Unexercised
                   Acquired    Realized       Unexercised Options         In-The-Money
                      on                      at Fiscal Year End        Options at Fiscal
                                                   (#)(2)               Year End ($)(2)(3)
                                          -------------------------  -------------------------
    Grantee        Exercise(#) ($)(1)     Exercisable Unexercisable  Exercisable Unexercisable
                      (#)
- -----------------  ----------  ---------  -----------  ------------  ----------- -------------
<S>                <C>         <C>          <C>          <C>              <C>         <C>
N. Damodar Reddy   440,000     2,737,372           0             0            0             0
C. N. Reddy        360,000     2,239,668           0             0            0             0
David Eichler            0           0             0       100,000            0             0
Brad Perkins             0           0             0       100,000            0             0
Sunit Saxena         8,185 (4)   6,598       110,000       110,000            0        14,985
Ritu Shrivastava     6,919 (4)   5,602        25,000       298,750            0        14,985
Phil Richards        2,469 (4)   1,995             0             0            0             0
Greg Barton          3,377 (4)   3,989             0             0            0             0
</TABLE>

(1)  "Value Realized"  represents the fair market value of the shares underlying
     the option on the date of exercise  based on the per share closing price of
     the Company's Common Stock as reported on the Nasdaq National Market,  less
     the aggregate  exercise price, and may not be realized upon the sale of the
     shares  underlying the option,  and does not necessarily  indicate that the
     optionee sold such shares.

(2)  Excludes  options  pursuant to the Company's  1996 Employee  Stock Purchase
     Plan for the purchase period in effect at 1999 fiscal  year-end,  as amount
     of shares to be purchased and purchase price per share are not determinable
     prior to August 14, 1999.

(3)  These values have not been and may never be realized. They are based on the
     difference  between the respective  exercise  prices of  outstanding  stock
     options and the closing  price of the  Company's  Common  Stock on April 3,
     1999 of $2.8125 per share.

(4)  Represents  shares  acquired  pursuant to the Company's 1996 Employee Stock
     Purchase Plan on August 14, 1998 and February 15, 1999.

                              Certain Transactions

In May 1998,  the Company  loaned N.  Damodar  Reddy and C.N.  Reddy the sums of
approximately $895,078 and $720,429,  respectively, to pay taxes associated with
their  respective  exercises in May 1998 of options  granted in 1993 pursuant to
the  Company's  1992  Stock  Option  Plan.  Each  of the  borrowers  executed  a
promissory note in favor of the Company with respect to their  respective  loan.
Each such note provides that on or before  December 31, 1998, the borrower shall
repay the outstanding  principal,  together with interest at a rate of 5.50% per
annum.  In December 1998, the Board extended the term of each promissory note by
one year, to December 31, 1999.  Each such note provides that if the  borrower's
full-time  employment with the Company ceases, any unpaid principal plus accrued
interest shall become immediately due and payable.  Moreover,  each such note is
secured by certain shares of the Company's fully-paid and non-assessable  Common
Stock that  borrower had owned for more than six months prior to the date of the
note; in the case of N. Damodar Reddy,  the note is secured by 186,000 shares of
Common Stock; in the case of C.N.  Reddy,  the note is secured by 150,000 shares
of Common  Stock.  No  payments  have been due or made to date with  respect  to
either such note, and to date the largest amount of aggregate indebtedness under
such  notes is  approximately  $902,631  (in the case of N.  Damodar  Reddy) and
$726,508 (in the case of C.N.

Reddy), respectively.

In June  1998,  the  Company  loaned  Sanford  L. Kane the sum of  $119,997,  in
connection  with Mr. Kane's  exercise of options granted in 1993 pursuant to the
Company's 1992 Stock Option Plan.  Mr. Kane executed a promissory  note in favor
of the Company with respect to such loan.  Pursuant to the note, Mr. Kane agreed
to repay  the  principal  in three  equal  annual  installments,  together  with
interest at a rate of 5.58% per annum.  Moreover,  the note is secured by 25,596
shares of the Company's fully-paid and non-assessable Common Stock that Mr. Kane
acquired  upon such  exercise.  No  payments  have been due or made to date with
respect to this note, and to date the largest  amount of aggregate  indebtedness
under this note is approximately $120,969.

In October 1997, the Company  entered into an agreement (the  "Agreement")  with
Sage,  Inc.  ("Sage") a corporation in which N. Damodar Reddy is (and was on the
date of the execution of the Agreement) a director and in which N. Damodar Reddy
and C.N. Reddy  collectively own less than 15% of the outstanding shares (on the
date of execution of the Agreement,  the Reddys collectively owned approximately
20% of the then-outstanding  shares).  Pursuant to the Agreement, Sage developed
and licensed to the Company certain technology, in exchange for certain fees and
an agreement to make certain royalty payments and sell certain products to Sage.
The parties to the Agreement  also agreed on certain  field of use  restrictions
with respect to certain  products  incorporating  the technology.  The Company's
Board of Directors  approved the  execution of the  Agreement,  finding that the
terms of the Agreement were more favorable to the Company than were the terms of
a proposed  agreement from another potential  licensor,  and that it would be in
the best interests of the Company to enter into the  Agreement.  In fiscal 1998,
the Company paid Sage  approximately  $175,000 pursuant to the Agreement.  There
were no payments in fiscal 1999.

                        Report on Executive Compensation

NOTWITHSTANDING  ANYTHING  TO THE  CONTRARY  SET  FORTH IN ANY OF THE  COMPANY'S
PREVIOUS  FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"),  OR THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")
THAT MIGHT INCORPORATE FUTURE FILINGS,  INCLUDING THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THIS SECTION ENTITLED "REPORT ON EXECUTIVE  COMPENSATION"  SHALL NOT
BE  INCORPORATED  BY REFERENCE INTO ANY SUCH FILINGS OR INTO ANY FUTURE FILINGS,
AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR FILED UNDER THE SECURITIES ACT OR
EXCHANGE Act.

REPORT OF COMPENSATION COMMITTEE AND STOCK BENEFIT COMMITTEE

The Compensation Committee of the Board of Directors sets the base salary of the
Company's  executive  officers and  approves  individual  bonuses for  executive
officers.  The Stock Benefit Committee of the Board of Directors administers the
Company's  1992 Stock Option Plan and 1996  Employee  Stock  Purchase Plan under
which grants may be made to executive  officers and others.  The  following is a
summary of policies of the  Compensation  Committee and Stock Benefit  Committee
that affect the  compensation  paid to executive  officers,  as reflected in the
tables and text set forth elsewhere in this Proxy Statement.

GENERAL COMPENSATION POLICY

The Compensation  Committee and Stock Benefit  Committee's overall policies with
respect to executive officers is to offer competitive compensation opportunities
for  such  persons  based  upon  their  personal   performance,   the  financial
performance  of the Company and their  contribution  to that  performance.  Each
executive  officer's  compensation  package is comprised of three elements:  (i)
base salary that reflects individual performance and is designed primarily to be
competitive  with salary  levels in the  industry,  (ii)  stock-based  incentive
awards  designed to strengthen the mutuality of interests  between the executive
officers and the Company's stockholders, and (iii) for executive officers in the
sales and marketing functions, and for other executive officers in certain other
circumstances,  annual or quarterly cash bonuses  related to the  performance of
the Company for such executive officer's functional area. In addition, from time
the time the Company has forgiven certain debt obligations of executive officers
to the Company.

FACTORS

Several  important  factors  considered in  establishing  the components of each
executive officer's compensation package for the 1999 fiscal year are summarized
below.  Additional  factors  were taken into  account  to a lesser  degree.  The
Compensation Committee and Stock Benefit Committee may in their discretion apply
entirely different factors, such as different measures of financial performance,
for  future  fiscal  years.  However,  it is  presently  contemplated  that  all
compensation  decisions  will be designed  to further  the overall  compensation
policy described above.

BASE SALARY.  The base salary for each executive  officer is set on the basis of
personal  performance,  the salary levels in effect for comparable  positions in
similarly  situated  companies within the semiconductor  industry,  and internal
comparability  considerations.  The  Compensation  Committee  believes  that the
Company's most direct  competitors  for executive  talent are not limited to the
companies  that the Company would use in a comparison for  stockholder  returns.
Therefore,  the  compensation  comparison  group is not the same as the industry
group index used in the section "Comparison of Stockholder Return," below.

STOCK-BASED  INCENTIVE  COMPENSATION.   The  Stock  Benefit  Committee  approves
periodic grants of stock options to each of the Company's executive officers and
others under the Company's 1992 Stock Option Plan and  administers the Company's
1996 Employee  Stock Purchase Plan. The grants under these plans are designed to
align the interests of the optionees with those of the  stockholders and provide
each  individual  with a  significant  incentive  to manage the Company from the
perspective of an owner with an equity stake in the business.  Moreover, vesting
schedules   of  options   granted   pursuant  to  the  1992  Stock  Option  Plan
(historically  four or five years from the date of grant)  encourage a long-term
commitment to the Company by its executive  officers and other  optionees.  Each
grant  pursuant to the 1992 Stock Option Plan  generally  allows the optionee to
acquire  shares of the  Company's  Common  Stock at a fixed price per share (the
fair  market  value  on  the  grant  date)  over  a  specified  period  of  time
(historically,  up to one year after full  vesting),  thus providing a return to
the optionee only if the market price of the shares  appreciates over the option
term.  The size of the option  grant  pursuant to the 1992 Stock  Option Plan to
each  optionee  is set  at a  level  that  the  Stock  Benefit  Committee  deems
appropriate  in order to create a  meaningful  opportunity  for stock  ownership
based upon the individual's  current  position with the Company,  but also takes
into account the individual's  potential for future responsibility and promotion
over the option  vesting  period,  and the  individual's  performance  in recent
periods.  The Stock Benefit Committee  periodically reviews the number of shares
owned by, or subject to options held by, each executive officer,  and additional
awards are considered based upon past performance of the executive officer.  The
1996 Employee Stock Purchase Plan affords Company  employees  (other than owners
of 5% or more of the Company's  securities) the opportunity to purchase  Company
Common  Stock  twice a year at a  discount  to the  market  value on the date of
purchase, by utilizing funds that have been withheld from the employee's payroll
during the preceding  six-month period (employees may elect to have up to 10% of
their payroll withheld for such purpose).

ANNUAL OR QUARTERLY CASH BONUSES.  Other than with respect to executive officers
engaged in the sales and marketing  functions,  the Company historically has not
had a formal cash bonus  program for executive  officers,  although cash bonuses
have been paid from time to time in the past to selected  executive  officers in
recognition of superior individual performance. For fiscal 1999, officers in the
sales function received bonuses based upon the Company's  achievement of certain
sales milestones, and Messrs. Barton and Saxena each received a bonus based upon
individual performance.  In addition,  small holiday bonuses were paid in fiscal
1999 to the Company's officers, excluding the Reddys.

CEO COMPENSATION

In setting the  compensation  payable during fiscal 1998 to the Company's  Chief
Executive  Officer,  N. Damodar Reddy, the Compensation  Committee used the same
factors described above for the executive officers. Mr. Reddy was not issued any
stock-based incentive compensation and did not earn a bonus during fiscal 1999.

EFFECT OF SECTION 162(M) OF THE INTERNAL REVENUE CODE

Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by
a corporation  of  compensation  in excess of $1 million paid to any of its five
most  highly  compensated  executive  officers.   However,   compensation  which
qualifies as "performance-based" is excluded from the $1 million limit if, among
other  requirements,  the  compensation  is  payable  only  upon  attainment  of
pre-established,   objective   performance   goals  under  a  plan  approved  by
stockholders.

The  Compensation  Committee does not presently  expect total cash  compensation
payable  for  salaries  to  exceed  the $1  million  limit  for  any  individual
executive.   Having   considered  the   requirements  of  Section  162(m),   the
Compensation  Committee  believes  that  stock  option  grants  to date meet the
requirement that such grants be "performance based" and are,  therefore,  exempt
from the limitations on deductibility.  The Compensation Committee will continue
to monitor the compensation  levels potentially payable under the Company's cash
compensation  programs,  but  intends to retain  the  flexibility  necessary  to
provide total cash compensation in line with competitive practice, the Company's
compensation philosophy, and the Company's best interests.

Submitted by the Compensation  Committee and the Stock Benefit  Committee of the
Company's Board of Directors:

             COMPENSATION COMMITTEE              STOCK BENEFIT COMMITTEE
           N. Damodar Reddy, Chairman            Jon B. Minnis, Chairman
              Jon B. Minnis, Member              Sanford L. Kane, Member
             Sanford L. Kane, Member

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

The Company  presently has no employment  contracts,  plans or  arrangements  in
effect for executive officers in connection with their  resignation,  retirement
or  termination  of  employment or following a change in control or ownership of
the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation  Committee,  are Messrs. Sanford L. Kane, Jon B.
Minnis and N. Damodar  Reddy.  The members of the Stock  Benefit  Committee  are
Messrs. Kane and Minnis.  Neither Mr. Kane nor Mr. Minnis was at any time during
fiscal 1999 or any other time an officer or employee of the  Company.  Mr. Reddy
has been President and Chief Executive  Officer of the Company,  and Chairman of
the Company's Board of Directors, since the Company's founding in 1985.


                        Comparison of Stockholder Return

NOTWITHSTANDING  ANYTHING  TO THE  CONTRARY  SET  FORTH IN ANY OF THE  COMPANY'S
PREVIOUS  FILINGS  UNDER  THE  SECURITIES  ACT OR THE  EXCHANGE  ACT THAT  MIGHT
INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART,
THIS  SECTION  ENTITLED   "COMPARISON  OF  STOCKHOLDER   RETURN"  SHALL  NOT  BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS OR INTO ANY FUTURE FILINGS,  AND
SHALL NOT BE DEEMED  SOLICITING  MATERIAL OR FILED UNDER THE  SECURITIES  ACT OR
EXCHANGE ACT.

The graph below  compares the  cumulative  stockholder  return on the  Company's
Common Stock from the date of the Company's  initial public  offering  (November
30,  1993) to March 31,  1999 with the  cumulative  return on the  Nasdaq  Stock
Market  (U.S.) Index and the Nasdaq  Electronic  Component  Stock Index over the
same period  (assuming the investment of $100 in the Company's  Common Stock and
in each of the indexes on November 30, 1993 and reinvestment of all dividends).

                                [CHART OMITTED]


<TABLE>
<CAPTION>
                             11/30/93   3/31/94  3/31/95   3/31/96  3/31/97   3/31/98   3/31/99
                             ------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>      <C>       <C>        <C>
Alliance Semiconductor        100.0     159.4     796.9     270.7    228.5     210.9      70.3
Corporation

Nasdaq Stock Market (U.S.)    100.0      98.4     109.5     148.7    165.2     250.7     337.0
Index

Nasdaq Electronic             100.0     108.6     142.1     186.8    327.7     375.0     548.9
Component Stock Index
</TABLE>

             Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive
officers,  and persons who own more than 10% of the Company's Common Stock ("10%
Stockholders"),  to file with the  Securities  and Exchange  Commission  ("SEC")
initial  reports of ownership on a Form 3 and reports of changes in ownership of
Common Stock and other equity  securities  of the Company on a Form 4 or Form 5.
Officers,  directors and 10%  Stockholders  are required by SEC  regulations  to
furnish the Company with copies of all Section 16(a) forms they file.

To the  Company's  knowledge,  based  solely on a review  of the  copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were required,  during fiscal 1999 all Section 16(a) filing requirements
applicable to its officers, directors, and 10% Stockholders were complied with.

                              Stockholder Proposals

Stockholder  proposals  that are intended to be presented at the Company's  2000
Annual  Meeting of  Stockholders  must be  received by the Company no later than
March 25, 2000.

                                 Other Business

The Board of Directors  does not  presently  intend to bring any other  business
before the Annual  Meeting and, so far as is known to the Board,  no matters are
to be brought  before the Annual  Meeting  except as  specified in the notice of
such  meeting.  As to any  business  that may  properly  come  before the Annual
Meeting,  or any adjournment  thereof,  however, it is intended that Proxies, in
the form enclosed,  will be voted in accordance with the judgment of the persons
voting such Proxies.

- --------------------------------------------------------------------------------
 Whether or not you plan to attend the meeting in person, you are urged to sign
  and promptly mail the enclosed proxy in the return envelope provided so that
                 your shares will be represented at the meeting.
- --------------------------------------------------------------------------------

                                          By Order of the Board of Directors,

                                          /s/ C.N. Reddy

                                          C.N. REDDY
                                          EXECUTIVE VICE PRESIDENT,
                                          CHIEF OPERATING OFFICER AND SECRETARY
<PAGE>



                  ALLIANCE SEMICONDUCTOR CORPORATION PROXY FOR
               1999 ANNUAL MEETING OF STOCKHOLDERS AUGUST 31, 1999

THIS PROXY IS SOLICITED ON BEHALF OF
ALLIANCE SEMICONDUCTOR CORPORATION'S BOARD OF DIRECTORS

The  undersigned  hereby appoints N. Damodar Reddy and C. N. Reddy, or either of
them,  proxies and  attorneys-in-fact,  each with full power of substitution and
revocation  thereof,  on  behalf  of and  in the  name  of the  undersigned,  to
represent the undersigned at the 1999 Annual Meeting of Stockholders of Alliance
Semiconductor  Corporation  (the  "Company")  to be held at the Network  Meeting
Center at Techmart,  5201 Great America Parkway, Santa Clara,  California 95054,
on Tuesday,  August 31, 1999 at 10:00 a.m.,  local time, and at any adjournments
or postponements thereof, and to vote the number of shares the undersigned would
be  entitled  to vote if  personally  present at the  meeting as directed on the
reverse side of this proxy, and, in their discretion, upon such other matters as
may  properly  come  before the  meeting or any  adjournments  or  postponements
thereof.

THIS PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY AND
WILL BE VOTED AS DIRECTED ON THE REVERSE  SIDE OF THIS PROXY.  IN THE ABSENCE OF
DIRECTION,  THIS PROXY WILL BE VOTED FOR THE FOUR  NOMINEES FOR ELECTION AND FOR
PROPOSAL  2 and 3. In their  discretion,  the  proxy  holders  named  above  are
authorized  to vote upon such other  business  as may  properly  come before the
meeting or any  adjournments or  postponements  thereof.  The Board of Directors
recommends a vote for election of each of the four  nominees and for Proposals 2
and 3. The undersigned  hereby  acknowledges  receipt of: (a) the Notice of 1999
Annual  Meeting of  Stockholders  of the  Company;  (b) the  accompanying  Proxy
Statement;  and (c) the Annual Report to Stockholders  for the fiscal year ended
April 3, 1999.

(Continued On The Other Side)


<PAGE>



[ X ] Please mark your votes as in this example

                                  Withhold for All       For All Nominees Below
                                (except as indicated)     (except as indicated)

1. Election of Directors                [ ]                         [ ]
   SANFORD L. KANE, JON B. MINNIS,
   C. N. REDDY AND N. DAMODAR REDDY.
   (If you wish to withhold
   authority to vote for any
   individual  nominee, strike
   through the nominee's name above.)
  (The Board recommends a vote "FOR" all nominees)

                                             For        Against       Abstain

2. Approve  Amendment to the  Company's      [ ]          [ ]           [ ]
   1992 Stock Plan to increase  the
   number  of shares  of common  stock
   reserved  for issuance by 2,000,000
   shares, from 9,000,000 to 11,000,000
   shares.
   (The Board recommends a vote "FOR").

3. Ratification of Appointment of Price-
   waterhouseCoopers LLP As The Company's    [ ]          [ ]           [ ]
   Independent Accountants.
   (The Board recommends a vote "FOR").

I Plan To Attend The Meeting [ ]

Please sign exactly as your name(s) appears on your stock certificate. If shares
of stock  stand of record in the names of two or more  persons or in the name of
husband and wife,  whether as joint  tenants or  otherwise,  both or all of such
persons  should  sign the  proxy.  If  shares  of stock  are held of record by a
corporation,  the  proxy  should  be  executed  in  full  corporate  name by the
president or vice president and the secretary or assistant secretary.  If shares
of stock are held of record by a  partnership,  the proxy  should be executed in
partnership name by an authorized  person.  Executors or administrators or other
fiduciaries who execute the above proxy for a deceased  stockholder  should give
their full title. Please date this proxy.

Whether Or Note You Plan To Attend The Meeting In Person,  You Are Urged To Sign
And Promptly Mail This Proxy In The Return Envelope Provided So That Your Shares
May Be Represented At The Meeting.

Signature(s) ___________________________________ Dated: __________________, 1999

Please Vote, Date And Promptly Return This Proxy In The Enclosed Return Envelope
Which Is Postage Prepaid If Mailed In The United States.



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