8-K

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):

December 5, 2006

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.)

2231 Lawson Lane

Santa Clara, California

95054

(Address of Principal Executive Offices)

(Zip Code)

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2006, Integrated Silicon Solution Inc., a Delaware corporation (“ISSI”), entered into a letter agreement, effective as of November 30, 2006, with Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, B. Riley & Co. Retirement Trust and B. Riley & Co., Inc. (the “Riley Parties”) which amended that certain letter agreement entered into by ISSI with the Riley Parties on August 28, 2006 (the “Letter Agreement”). The purpose of the amendment was to modify the timing of certain matters related to the composition of the ISSI Board of Directors and the ISSI annual meeting to be held in 2007.

The foregoing description of the amendment to the Letter Agreement is qualified in its entirety by reference to the text of such amendment which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Letter Agreement dated as of December 5, 2006, among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, B. Riley & Co. Retirement Trust and B. Riley & Co., Inc.

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: December 7, 2006	/s/ JIMMY S.M. LEE
	Jimmy S.M. Lee
	Chairman and Chief Executive Officer

INDEX TO EXHIBITS

10.1 Letter Agreement dated as of December 5, 2006, among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, SACC Partners, LP, Bryant R. Riley, B. Riley & Co. Retirement Trust and B. Riley & Co., Inc.

EX-10.1

Exhibit 10.1

December 5, 2006

Bryant R. Riley

Riley Investment Management LLC

11000 Santa Monica Boulevard

Suite 810

Los Angeles, CA 90025

Re: Integrated Silicon Solution, Inc.

Dear Bryant:

This letter is to confirm our recent discussions regarding the amendment of numbered paragraph 2 of that certain letter agreement dated August 28, 2006 (the “Letter Agreement”) among you and your affiliated entities and Integrated Silicon Solution, Inc. (“ISSI”). To confirm your agreement to the matters herein, please sign and return this letter to me.

Numbered paragraph 2 of the Letter Agreement is hereby amended and restated as of November 30, 2006 to provide in full as follows:

2) ISSI will hold its next annual meeting of stockholders as soon as practicable after the filing of its Form 10-K for the fiscal year ended September 30, 2006. In connection with the annual meeting, it is expected that two (2) current ISSI directors will not seek re-election to the Board and it is agreed that the size of the ISSI Board will be changed back to seven (7) members. It is also expected that the ISSI Nominating Committee will nominate for election at the 2007 annual meeting the six (6) then serving and continuing directors (including you and Melvin Keating) and another independent director mutually agreeable to you and the ISSI Board and Nominating Committee which independent director shall be identified and appointed to a vacant seat on the Board no later than December 15, 2006. On or before February 28, 2007 or, if earlier, twenty (20) days prior to the date of the first mailing of the proxy materials by ISSI for its 2007 annual meeting, ISSI will deliver to you the written commitment of two (2) directors, none of whom shall be Jimmy S. Lee or Kong Yeu Han, not to seek or accept re-nomination to the Board, and confirmation that the Nominating Committee has agreed to include Bryant Riley, Melvin Keating and the director mutually agreed upon as provided in the foregoing sentence on its slate of nominees for the 2007 annual meeting.

Except as set forth herein, the Letter Agreement shall remain in full force and effect.

You and ISSI agree that either party may make the contents of this letter public in order to comply with applicable federal and state securities laws.

Regards,

Integrated Silicon Solution, Inc.

/s/ Jimmy S.M.Lee

Chairman and CEO

Accepted and agreed to:

Riley Investment Management, LLC

By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member
SACC Partners, LP
By:	Riley Investment Management, LLC, its
	General Partner
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member
/s/ Bryant R. Riley
Bryant R. Riley
B. Riley & Co. Retirement Trust
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Trustee
B. Riley & Co., Inc.
By:	/s/ Bryant R. Riley
	Bryant R. Riley, President

Dated: December 5, 2006