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 27, 2010

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 27, 2010, we announced the results of our operations for the second fiscal quarter ended March 31, 2010.  The complete release is attached to this report as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.
(c)	Exhibits.
99.1	Press Release dated April 27, 2010.

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 27, 2010	/s/ JOHN M. COBB
	John M. Cobb
	Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99.1 Press Release dated April 27, 2010

EX-99.1

FOR IMMEDIATE RELEASE

ISSI ANNOUNCES SECOND FISCAL QUARTER 2010 RESULTS

SAN JOSE, Calif., Apr 27, 2010 /PRNewswire – FirstCall/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the second fiscal quarter ended March 31, 2010.

Revenue in the second fiscal quarter ended March 31, 2010 was $57.0 million, a 12.8% increase from revenue of $50.6 million in the December 2009 quarter and an 82.5% increase from revenue of $31.3 million in the March 2009 quarter.  Gross margin for the second quarter was 37.2%, which included a 1.1 percentage point net benefit from sales of previously reserved inventory.  This compares with gross margin of 39.8% in the December 2009 quarter, which included a 7.7 percentage point net benefit from sales of previously reserved inventory, and 20.7% in the March 2009 quarter.

The Company’s net income in the second quarter of fiscal 2010 was $7.2 million, or $0.27 per diluted share. This compares with net income for the December 2009 quarter of $7.2 million, or $0.28 per diluted share, and a net loss for the March 2009 quarter of $3.8 million, or $(0.15) per diluted share.

The Company's cash, cash equivalents and short-term investments totaled $83.0 million at March 31, 2010, compared to $85.2 million at December 31, 2009.  The Company's inventory at March 31, 2010 totaled $35.6 million, an increase of $8.0 million from December 31, 2009.

"We are very pleased with our results in the March quarter.  Demand for our products was strong and exceeded our expectations in our target markets while DRAM pricing continued to improve.  We also had one of our best quarters in new design wins," said Scott Howarth, ISSI's President and CEO.  "In addition, the beginning backlog and orders to date for the June quarter have been the strongest we have seen in several years," added Mr. Howarth.

June Quarter Outlook

The Company currently expects its revenue for the June quarter to be between $64 million and $70 million and its gross margin to be between 34% and 37%.  Operating expenses for the June quarter are expected to be in the range of $12.9 million to $13.4 million.  Gains on sales of investments in the June quarter are expected to be in the range of $2.5 million to $3.0 million and the Company expects approximately $0.3 million in interest and other income.  As a result of the above, net income per share is expected to be between $0.44 and $0.50 per diluted share.

Conference Call

A conference call will be held today at 1:30 p.m. Pacific time to discuss the Company’s second quarter fiscal 2010 financial results. To access ISSI's conference call via telephone, dial 1-800-474-8920 by 1:20 p.m. Pacific time. The participant passcode is 6491336. The call will also be webcast from ISSI's website at http://www.issi.com.

-more-

ISSI Release

April 27, 2010

Page 2

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, (iv) automotive electronics, and (v) industrial.  The Company's primary products are high speed and low power SRAM and low and medium density DRAM.  Through its Giantec business unit, the Company also designs and markets EEPROM, SmartCards and analog power management devices 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 http://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 our outlook for the June 2010 quarter with respect to revenue, gross margin, operating expenses, gains on sales of investments, and net income per share 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 in our key target markets and the pricing and gross margins achieved on such sales, our ability to control our operating expenses, our ability to obtain a sufficient supply of wafers and assembly and test capacity, wafer pricing, our ability to maintain sufficient inventory of products to satisfy customer orders, 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 year ended September 30, 2009 and our Form 10-Q for the quarter ended December 31, 2009. In addition, the financial information in this press release is unaudited and subject to any adjustments that may be made in connection with the year-end audit.  The Company assumes no obligation to update or revise the forward-looking statements in this release because of new information, future events, or otherwise.

-###-

CONTACT:

John M. Cobb

Chief Financial Officer

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,
	2010			2009			2010			2009
Net sales	$	57,043		$	31,253		$	107,598		$	68,918
Cost of sales		35,827			24,786			66,261			54,718
Gross profit		21,216			6,467			41,337			14,200
Operating expenses:
Research and development		5,899			4,186			10,888			9,394
Selling, general and administrative		8,550			6,408			16,176			13,709
Total operating expenses		14,449			10,594			27,064			23,103
Operating income (loss)		6,767			(4,127	)		14,273			(8,903	)
Interest and other income, net		435			282			771			864
Income (loss) before income taxes		7,202			(3,845	)		15,044			(8,039	)
Provision (benefit) for income taxes		47			(42	)		691			(102	)
Consolidated net income (loss)		7,155			(3,803	)		14,353			(7,937	)
Less: Net (income) loss attributable to
noncontrolling interests		(1	)		(23	)		(3	)		41
Net income (loss)	$	7,154		$	(3,826	)	$	14,350		$	(7,896	)
Basic net income (loss) per share	$	0.28		$	(0.15	)	$	0.57		$	(0.31	)
Shares used in basic per share calculation		25,310			25,508			25,161			25,556
Diluted net income (loss) per share	$	0.27		$	(0.15	)	$	0.55		$	(0.31	)
Shares used in diluted per share calculation		26,771			25,508			26,147			25,556

Integrated Silicon Solution, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	March 31,			September 30,
	2010			2009
	(unaudited)				(1	)
ASSETS
Current assets:
Cash and cash equivalents	$	48,814		$	54,944
Restricted cash		5,029			-
Short-term investments		29,150			28,542
Accounts receivable, net		37,010			26,501
Inventories		35,592			19,275
Other current assets		4,655			2,922
Total current assets		160,250			132,184
Property, equipment and leasehold improvements, net		23,493			23,218
Long-term investments		-			1,408
Purchased intangible assets, net		1,777			2,313
Goodwill		1,251			1,251
Other assets		11,296			1,556
Total assets	$	198,067		$	161,930
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	36,063		$	26,825
Accrued compensation and benefits		5,355			4,364
Accrued expenses		5,686			5,368
Total current liabilities		47,104			36,557
Other long-term liabilities		750			797
Total liabilities		47,854			37,354
Commitments and contingencies
Stockholders' equity:
Common stock		3			2
Additional paid-in capital		314,273			309,649
Accumulated deficit		(171,131	)		(185,481	)
Accumulated comprehensive income (loss)		2,131			(1,344	)
Noncontrolling interest		4,937			1,750
Total stockholders' equity		150,213			124,576
Total liabilities and stockholders' equity	$	198,067		$	161,930

(1) Derived from audited financial statements.