8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

September 9, 2004

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-18032	93-0835214
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5555 N. E. Moore Court

Hillsboro, Oregon 97124-6421

(Address of principal executive offices, including zip code)

(503) 268-8000

(Registrant’s telephone number, including area code)

(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

(see General Instruction A.2. below):

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 7.01.  Regulation FD Disclosure

On September 9, 2004, at 3 p.m. Pacific time, Lattice Semiconductor Corporation posted on its website a business update for the third quarter. A copy of the business update is furnished as Exhibit 99.1 to this report.

Item 9.01.  Financial Statements and Exhibits

( c ) Exhibits

99.1 Business Update dated September 9, 2004.

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SIGNATURES

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.

	LATTICE SEMICONDUCTOR CORPORATION
By:	/s/ Jan Johannessen
	Jan Johannessen Corporate Vice President and Chief Financial Officer

Date:  September 10, 2004

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Business Update dated September 9, 2004

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EX-99

Lattice Business Update

September 9, 2004

BUSINESS UPDATE STATEMENT Q3 2004

·   Revenue is expected to be down 4% to 5% on a sequential basis;

·   Gross margin percentage is expected to be flat to slightly down on a sequential basis;

·   Total operating expenses are expected to be flat on a sequential basis;

·   Intangible asset amortization is expected to be approximately $6 million; and

·   Other income is expected to be approximately $3.6 million

The foregoing statements are forward-looking statements within the meaning of the Federal Securities laws. Investors are cautioned that actual events and results could differ materially from these statements as a result of a number of factors, including overall semiconductor market conditions, market acceptance and demand for our new products, our dependencies on our silicon wafer suppliers, the impact of competitive products and pricing, technological and product development risks. For further description of these risks please refer to our current documents on file with the SEC.