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): 
April 25, 2005

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

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 is being furnished as contemplated by General Instruction B(2) to Form 8-K.

          On April 25, 2005, we announced the results of our operations for the fiscal quarter ended March 31, 2005.  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 25, 2005.

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 25, 2005	/s/ GARY L.FISCHER
	Gary L. Fischer
	President, Chief Operating Officer
	and Chief Financial Officer

INDEX TO EXHIBITS

99.1            Press Release dated April 25, 2005

EX-99.1

Exhibit 99.1

ISSI Announces Second Quarter Fiscal Year 2005 Results

          SANTA CLARA, Calif., April 25 /PRNewswire-FirstCall/ -- Integrated Silicon Solution, Inc. (Nasdaq: ISSI) today reported its financial results for the second fiscal quarter ended March 31, 2005.

          Revenue in the second fiscal quarter ending March 31, 2005 was $35.7 million, compared with $30.6 million in the December 2004 quarter and $51.5 million in the March 2004 quarter.  The Company reported a net loss for the March 2005 quarter of ($13.8) million or ($0.38) per diluted share.  This includes a write down of inventory in accordance with Generally Accepted Accounting Principles (GAAP) of $1.3 million or ($0.04) per share, a charge of $1.1 million against the Company’s facility lease or ($0.03) per share, and a charge of $9.3 million for the equity interest in ICSI in Taiwan or ($0.26) per share.  These results compare with a net profit for the March 2004 quarter of $12.5 million or $0.34 per share on a diluted share basis.

          “Revenue grew by 17% sequentially in the March quarter,” said Jimmy Lee, ISSI’s Chairman and CEO.  “In the same period, we reduced our US work force by 33% and are relying much more on our Taiwan team for certain functions.”

          The Company also reported that it is proceeding with the acquisition of ICSI in Taiwan.  “On a combined basis, we believe we can achieve higher revenue and benefit from greater economies of scale,” said Jimmy Lee.

          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, wireless chipsets, SmartCards and is developing selected non- memory products focused on its key markets. ISSI is headquartered in Silicon Valley with worldwide offices in China, Europe, Hong Kong, India, Korea and Taiwan. Visit our web site at www.issi.com.

          Safe Harbor Statement
          The statements in this press release regarding the acquisition of ICSI in Taiwan, achieving higher revenue on a combined basis, and benefiting from greater economies of scale are forward-looking statements that are subject to risks.  Actual results may differ materially from current expectations due to many factors, including our ability to retain the revenue stream of ICSI, our ability to effectively transfer work assignments to Asia, our ability to reduce operating expenses, and de-stabilizing events in the marketplace. Further, ISSI could have our actual results differ from current expectations due to reductions in average selling prices, manufacturing yields, order cancellations, order rescheduling, decreasing demand, product warranty claims, competition, the level and value of inventory held by OEM customers, or other factors.  Stockholders of ISSI are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made.  ISSI does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances, or new information after this April 25, 2005 press release, or to reflect the occurrence of unanticipated events.  Further information that could affect the Company’s results is detailed in ISSI’s periodic filings with the Securities and Exchange Commission, including its report on Form 10Q for the quarter ended December 31, 2004. 

Integrated Silicon Solution, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)

	Three Months Ended March 31,					Six Months Ended March 31,
	2005			2004		2005			2004
Net sales	$	35,674		$	51,504	$	66,249		$	91,759
Cost of sales		31,148			39,619		67,499			70,922
Gross profit (loss)		4,526			11,885		(1,250	)		20,837
Operating expenses:
Research and development		4,636			5,381		9,726			9,921
Selling, general and administrative		5,388			4,162		9,609			8,053
In-process technology		435			—		435			—
Total operating expenses		10,459			9,543		19,770			17,974
Operating income (loss)		(5,933	)		2,342		(21,020	)		2,863
Other income (expense), net		820			896		1,426			992
Gain on sale of other investments		535			8,740		2,905			8,740
Income (loss) before income taxes, minority interest and equity in net (income) loss of affiliated companies		(4,578	)		11,978		(16,689	)		12,595
Provision for income taxes		16			366		17			378
Income (loss) before minority interest and equity in net income (loss) of affiliated companies		(4,594	)		11,612		(16,706	)		12,217
Minority interest in net loss of consolidated subsidiary		91			—		186			—
Equity in net income (loss) of affiliated companies		(9,328	)		900		(10,642	)		1,190
Net income (loss)	$	(13,831	)	$	12,512	$	(27,162	)	$	13,407
Basic net income (loss) per share	$	(0.38	)	$	0.38	$	(0.75	)	$	0.43
Shares used in basic per share calculation		36,460			33,350		36,346			31,000
Diluted net income (loss) per share	$	(0.38	)	$	0.34	$	(0.75	)	$	0.39
Shares used in diluted per share calculation		36,460			36,550		36,346			34,242

Integrated Silicon Solution, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	March 31, 2005			Sept. 30, 2004
	(unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	38,100		$	17,015
Restricted cash		314			1,500
Short-term investments		75,650			120,450
Accounts receivable		23,354			26,733
Inventories		36,018			44,718
Other current assets		1,771			1,541
Total current assets		175,207			211,957
Property, equipment, and leasehold improvements, net		4,997			5,622
Other assets		85,978			83,285
Total assets	$	266,182		$	300,864
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,863		$	30,493
Accrued compensation and benefits		2,180			2,431
Accrued expenses		6,344			4,903
Total current liabilities		29,387			37,827
Minority interest		1,675			—
Stockholders’ equity:
Common stock		4			4
Additional paid-in capital		338,209			336,524
Accumulated deficit		(121,005	)		(93,843	)
Unearned compensation		(172	)		(218	)
Accumulated comprehensive income		18,084			20,570
Total stockholders’ equity		235,120			263,037
Total liabilities and stockholders’ equity	$	266,182		$	300,864

(1)     Derived from audited financial statements.

SOURCE  Integrated Silicon Solutions, Inc.
            -0-                                                            04/25/2005
          /CONTACT:  Gary L. Fischer, President & COO of Integrated Silicon Solutions, Inc., +1-408-969-4612, or ir@issi.com/
          /Web site:  http://www.issi.com /