EXHIBIT 24.1

POWER OF ATTORNEY

     Each of the officers and directors of Cypress Semiconductor Corporation whose signature appears below hereby constitutes and appoints T.J. Rodgers and Emmanuel Hernandez and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this report on Form 10-K, and to perform any acts necessary to be done in order to file such amendment, and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents, or their or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE TITLE DATE

/s/ T.J. Rodgers
——————————
T.J. Rodgers President, Chief Executive
Officer and Director
(Principal Executive Officer) March 25, 2002

/s/ Emmanuel Hernandez
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Emmanuel Hernandez Chief Financial Officer
Vice President, Finance and
Administration (Principal
Financial and Accounting
Officer) March 25, 2002

/s/ Eric Benhamou
——————————
Eric Benhamou Chairman of the Board of
Directors March 25, 2002

/s/ Fred B. Bialek
——————————
Fred B. Bialek Director March 25, 2002

/s/ John C. Lewis
——————————
John C. Lewis Director March 25, 2002

/s/ James R. Long
——————————
James R. Long Director March 25, 2002

/s/ Al Shugart
——————————
Al Shugart Director March 25, 2002