8-K

UNITED STATES

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

Date of Report (Date of earliest event reported):

April 24, 2008

Integrated Silicon Solution, Inc.

______________

(Exact name of registrant as specified in its charter)

Delaware	000-23084	77-0199971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1940 Zanker Road, San Jose, California 95112

(Address of Principal Executive Offices of Registrant)

Registrant's telephone number, including area code: (408) 969-6600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The information under this Item 2.02 is being furnished as contemplated by General Instruction B(2) to Form 8-K.

On April 24, 2008, we announced the results of our operations for the second fiscal quarter ended March 31, 2008. The complete release is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits.

99.1Press Release dated April 24, 2008.

SIGNATURE

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.

	INTEGRATED SILICON SOLUTION, INC.
Date: April 24, 2008	By:	/s/ SCOTT D. HOWARTH
		Scott D. Howarth President, Chief Executive Officer and Acting Chief Financial Officer

INDEX TO EXHIBITS

99.1Press Release dated April 24, 2008

EX-99.1

FOR IMMEDIATE RELEASE

ISSI ANNOUNCES SECOND FISCAL QUARTER 2008 RESULTS

San Jose, Calif.—April 24, 2008--Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the second fiscal quarter ended March 31, 2008.

Revenue in the second fiscal quarter ended March 31, 2008 was $58.0 million, down 8.4% from the $63.3 million reported in the December 2007 quarter, and down 3.3% from the $60.0 million reported in the March 2007 quarter. Net income for the March 2008 quarter was $2.0 million, or $0.07 per diluted share. Net income includes a $0.8 million charge for stock-based compensation expense and a $0.6 million credit for the reversal of previously accrued liabilities for which we are no longer obligated. These results compare with net income for the March 2007 fiscal quarter of $7.1 million, or $0.19 per diluted share, which included a $0.9 million charge for stock-based compensation expense, $1.8 million for legal and accounting fees associated with our stock option investigation, and an $8.5 million gain on sale of assets.

Operating income for the second fiscal quarter ended March 31, 2008 was $0.9 million which included the $0.8 million stock-based compensation expense, and the $0.6 million credit for the reversal of previously accrued liabilities which improved gross margins by 1%. This compares to an operating loss of ($2.4) million for the same quarter in 2007 which included a $0.9 million stock-based compensation expense and a $1.8 million expense for legal and accounting fees associated with our stock option investigation. Gross margins for the second fiscal 2008 quarter were 22.9% compared to 19.0% for the same quarter in fiscal 2007.

The Company’s cash, cash equivalents and short-term investments totaled $41.2 million at March 31, 2008, a decrease of $102.1 million from December 31, 2007. This decrease was primarily due to the completion of our $70 million Tender Offer and stock repurchase, reclassification of $19.1 million in Auction Rate Securities to long-term investment due to failed auctions, and a decrease in our accounts payable. The Company’s inventory at March 31, 2008 totaled $46.8 million, an increase of $8.6 million from December 31, 2007.

“In the March quarter, we missed our revenue goal as the pricing environment for commodity DRAM continued to weaken, and we reduced our commodity revenue,” said Scott Howarth, ISSI’s President and CEO. “Strength in our SRAM business and improved product mix in our target markets allowed us to expand our margins, and announce positive operating earnings as well as net income that exceeded our guidance for the quarter. This is our seventh consecutive quarter of profitability and third consecutive quarter of operating income which demonstrates the success of our strategy,” added Mr. Howarth.

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ISSI Release

April 24, 2008

Page 2

Conference Call

A conference call will be held today at 1:30 p.m. Pacific time to discuss this release. To access ISSI's conference call via telephone, dial 719-325-4840 by 1:20 p.m. Pacific time. The call will be webcast from ISSI's website at www.issi.com.

About the Company

ISSI is a fabless semiconductor company that designs and markets high performance integrated circuits for the following key markets: (i) digital consumer electronics, (ii) networking, (iii) mobile communications and (iv) automotive electronics. The Company's primary products are high speed and low power SRAM and low and medium density DRAM. The Company also designs and markets EEPROM, SmartCards and is developing selected non-memory products focused on its key markets. ISSI is headquartered in Silicon Valley with worldwide offices in Taiwan, Japan, Singapore, China, Europe, Hong Kong, India, and Korea. Visit our web site at www.issi.com.

Forward Looking Statements

This news release contains forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning demonstrating the success of our strategy are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include supply and demand conditions in the market place, unexpected reductions in average selling prices for our products, our ability to sell our products for key applications and the pricing and gross margins achieved on such sales, our ability to control or reduce operating expenses, changes in manufacturing yields, order cancellations, order rescheduling, product warranty claims, competition, the level and value of inventory held by OEM customers, or other risks listed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K for the period ending September 2007 and our Quarterly Report on Form 10-Q for the period ended December 31, 2007. In addition, the financial information in this press release is unaudited and subject to any adjustments that may be made in connection with the quarterly review. The Company assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

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CONTACT:

Scott Howarth

President & CEO, Acting CFO

Investor Relations

(408) 969-6600

ir@issi.com

Integrated Silicon Solution, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
	Three Months Ended					Six Months Ended
	March 31,					March 31,
	2008		2007			2008		2007
Net sales	$	58,046	$	59,995		$	121,394	$	122,139
Cost of sales		44,750		48,601			94,897		98,200
Gross profit		13,296		11,394			26,497		23,939
Operating expenses:
Research and development		4,935		5,140			9,709		10,502
Selling, general and administrative		7,463		8,675			15,125		17,768
Total operating expenses		12,398		13,815			24,834		28,270
Operating income (loss)		898		(2,421	)		1,663		(4,331	)
Interest and other income (expense), net		1,105		1,000			3,179		2,552
Gain on sale of investments		-		8,549			189		9,147
Income before income taxes, minority
interest and equity in net loss of
affiliated companies		2,003		7,128			5,031		7,368
Provision for income taxes		40		3			100		13
Income before minority interest and equity
in net loss of affiliated companies		1,963		7,125			4,931		7,355
Minority interest in net (income) loss of
consolidated subsidiary		20		(64	)		19		(72	)
Equity in net loss of affiliated companies		-		-			-		(92	)
Net income	$	1,983	$	7,061		$	4,950	$	7,191
Basic net income per share	$	0.07	$	0.19		$	0.15	$	0.19
Shares used in basic per share calculation		28,160		37,612			32,374		37,612
Diluted net income per share	$	0.07	$	0.19		$	0.15	$	0.19
Shares used in diluted per share calculation		28,436		38,006			32,668		37,998

Integrated Silicon Solution, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
	March 31,			September 30,
	2008			2007
	(unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	37,025		$	53,722
Short-term investments		4,212			80,093
Accounts receivable, net		39,206			37,030
Inventories		46,756			32,056
Other current assets		4,262			6,134
Total current assets		131,461			209,035
Property, equipment and leasehold improvements, net		24,591			23,284
Long-term investments		19,090			-
Goodwill		25,338			25,338
Purchased intangible assets, net		2,628			3,538
Other assets		1,589			1,520
Total assets	$	204,697		$	262,715
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and notes	$	-		$	614
Accounts payable		41,874			36,509
Accrued compensation and benefits		3,029			3,588
Accrued expenses		6,965			6,734
Total current liabilities		51,868			47,445
Other long-term liabilities		851			793
Total liabilities		52,719			48,238
Commitments and contingencies
Minority interest		707			726
Stockholders' equity:
Common stock		3			4
Additional paid-in capital		308,346			376,998
Accumulated deficit		(157,718	)		(162,668	)
Accumulated comprehensive income (loss)		640			(583	)
Total stockholders' equity		151,271			213,751
Total liabilities and stockholders' equity	$	204,697		$	262,715

(1) Derived from audited financial statements.