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)

October 21, 2010

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware< /font>	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):

¨ 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 8.01. Other Events.

Lattice Semiconductor Corporation (the "Company") issued a press release announcing that its Board of Directors has authorized a share repurchase program of up to $20.0 million of the Company's common stock over the next 12 months. In connection with the new stock repurchase program, the Company intends to enter into a 10b5-1 plan, which will allow for repurchases of up to $20.0 million.  How much common stock, if any, will be repurchased will depend on market conditions, including the price of the common stock.

See the press release attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 21, 2010 (furnished herewith)

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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
Date: October 21, 2010	By:	/s/ Byron W. Milstead
		Byron W. Milstead Corporate Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.Description

99.1    Press Release dated October 21, 2010 (furnished herewith)

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EX-99.1

Exhibit 99.1

News Release

EDITORIAL/READER CONTACT:

Michael G. Potter

Chief Financial Officer

Lattice Semiconductor Corporation

503-268-8000

David Pasquale

Global IR Partners

914-337-8801

lscc@globalirpartners.com

LATTICE SEMICONDUCTOR ANNOUNCES $20 MILLION

STOCK REPURCHASE PROGRAM

HILLSBORO, O R - October 21, 2010 - Lattice Semiconductor Corporation - (NASDAQ: LSCC) announced today that its Board of Directors has approved a stock repurchase program pursuant to which up to $20.0 million of its outstanding common stock may be repurchased from time to time. The duration of the repurchase program is twelve months. Under the program, the Company may purchase shares of common stock through open market and privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under this program will depend on market conditions and corporate and regulatory considerations. The purchases will be funded from available working capital. As of October 20, 2010, the Company had approximately 117,807,524shares of common stock outstanding.

Michael G. Potter, Lattice's Chief Financial Officer, commented, “The purpose of the stock repurchase program is to manage dilution and to effectively utilize our cash balances to increase shareholder value. The program itself reflects our Board of Directors' and management's confidence in Lattice's long-term prospects combined with our solid financial position and continuing commitment to our shareholders.”

Forward-Looking Statements Notice:

The foregoing paragraphs contain forward-looking statements about Lattice's common stock repurchase program, including the maximum amounts that may be purchased under the program, the decrease in dilution resulting from the stock repurchase program, our effective utilization of our cash balances to increase shareholder value and our confidence in the Company's long-term prospects. The statements are based on management's current expectations, estimates and projections, are not guarantees of future performance, and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company's control and are difficult to predict, including, but not limited to, changes in the market price of the Company's common stock and changes in the Company's financial resul ts, financial condition and cash requirements. Investors should not place undue reliance on these forward-looking statements, which are relevant only as of the date of this press release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Lattice Semiconductor:

Lattice is the source for innovative FPGA, PLD, programmable Power Management and Clock Management solutions. For more information, visit www.latticesemi.com.

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Lattice Semiconductor Corporation, Lattice (& design), L (& design) and specific product designations are either registered trademarks or trademarks of Lattice Semiconductor Corporation or its subsidiaries in the United States and/or other countries.

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