8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


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


                                 June 19, 1995
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                Date of Report (date of earliest event reported)


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


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



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

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



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

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Item 5.  Other Events.

     In a press release disseminated on June 19, 1995, the registrant publicly
announced that it has increased the size of its private placement of 5-3/4%
convertible subordinated notes due 2002 from $150 million to $200 million and
has concluded an agreement with investment banking firms for the private
placement of such securities under Rule 144A and Regulation S of the Securities
Act of 1933. A copy of the press release is attached hereto and incorporated
herein by reference. The transactions referenced in the press release closed on
Wednesday, June 7, 1995.

Item 7.  Financial Statements and Exhibits.

     A copy of registrant's press release announcing the increase in the size of
the registrant's private placement of convertible subordinated notes and the
conclusion of an agreement with investment banking firms for their private
placement is attached hereto as an exhibit and incorporated herein by reference.





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                                   SIGNATURES


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

Dated: June 22, 1995

                                                  Altera Corporation


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







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                               INDEX TO EXHIBITS


         EXHIBIT                    DESCRIPTION                    PAGE


           99.2        Press release disseminated June 19, 1995

EX-99.2

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                                  NEWS RELEASE


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


RELEASE DATE: JUNE 19, 1995


                ALTERA ANNOUNCES INCREASED PRIVATE PLACEMENT OF
                         CONVERTIBLE SUBORDINATED NOTES


    San Jose, California, June 19, 1995 -- Altera Corporation (Nasdaq: ALTR)
announced today that it has increased the size of its private placement of
5-3/4% convertible subordinated notes due 2002 from $150 million to $200 million
and has concluded an agreement with investment banking firms for the private
placement of such securities under Rule 144A and Regulation S under the
Securities Act of 1933.  The Company has also granted to the investment banking
firms in the transaction an over-allotment option to purchase up to an
additional $30 million of the notes.  The notes are non-callable for three years
and are convertible at a conversion price of $51.17 into a maximum of 4,494,821
shares of Altera common stock, assuming the over-allotment option were exercised
in full.  The transaction is expected to close on Wednesday, June 21, 1995.

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

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

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