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

January 21, 2004

(Date of earliest event reported)

INTEGRATED CIRCUIT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-19299	23-2000174
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2435 Boulevard of the Generals Norristown, Pennsylvania	19403
(Address of principal executive offices)	(Zip Code)

(610) 630-5300

(Registrant’s telephone number including area code)

Not Applicable

(Former name former address and former fiscal year,

if changed since last report)

Item 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 21, 2004, Integrated Circuit Systems, Inc. issued a press release and held a broadly accessible conference call to discuss its financial results for the second fiscal quarter ended December 27, 2003. A copy of the press release is attached hereto as Annex 1 and is incorporated by reference into this Item 12. Annex 2 attached hereto and incorporated by reference into this Item 12 sets forth certain financial information discussed on the conference call that was not included in the press release. The disclosure in this Current Report, including the exhibits hereto, of any financial information shall not constitute an admission that such information is material.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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 thereunto duly authorized.

Date: January 22, 2004	INTEGRATED CIRCUIT SYSTEMS, INC.
	By:	/s/ Justine F. Lien
		Justine F. Lien
		Vice President and CFO

ANNEX 1

Integrated Circuit Systems, Inc.

Corporate Headquarters

2435 Boulevard of the Generals

Norristown, PA 19403

Phone: 610-630-5300

Fax: 610-630-5399

Web Site: http://www.icst.com

Company Contact:

Justine Lien, CFO

Integrated Circuit Systems, Inc.

610-630-5300

INTEGRATED CIRCUIT SYSTEMS, INC. ANNOUNCES FISCAL 2004

SECOND QUARTER RESULTS

Communications Revenues Grow 33% Year over Year

Norristown, PA – January 21, 2004 – Integrated Circuit Systems, Inc. (NASDAQ: ICST) today announced financial results for the second quarter of fiscal 2004, ending on December 27, 2003. The company had an excellent growth quarter with revenues of $69.6 million, growing 7% from the previous quarter and 12% from the same quarter a year ago. Gross margin was 59.6% and operating margin was 31.3% contributing to an earnings per share of $0.26 for the quarter.

($Millions, except EPS)	Q2 FY 2004		Q2 FY 2003		Y-Y Growth		Q1 FY 2004		Q-Q Growth
Revenue	$	69.6	$	62.0	12	%	$	65.3	7	%
Gross Margin	$	41.5	$	36.3	14	%	$	38.8	7	%
Operating Income	$	21.8	$	18.2	20	%	$	19.8	10	%
Fully Diluted EPS	$	0.26	$	0.23	13	%	$	0.24	8	%

Revenue growth for the quarter was driven by products in PC and communications offset by declines in digital consumer. PC strength is due to seasonality and strong sales into mobile motherboards. Digital consumer was seasonally down and communications growth was driven by memory for servers and ADSL modems.

Revenues

	Q2 FY2004 % of Revenue		Q2 FY2003 % of Revenue		Y-Y Growth		Q1 FY2004 % of Revenue		Q-Q Growth
PC	46	%	48	%	8	%	46	%	6	%
Digital Consumer	13	%	17	%	-11	%	16	%	-8	%
Communications	32	%	27	%	33	%	29	%	18	%
Military	9	%	8	%	18	%	9	%	-2	%

PC clock revenue declined as a percentage of sales as communications revenue grew, contributing to a slight increase in gross margin. Investment into new products raised R&D expenditures, while administrative expenses were down from last quarter. Leveraging on higher gross margin and controlled operating expenses, earnings per share grew faster than revenue from last quarter and the same period a year ago.

During the quarter the company has paid all bank debt and repurchased 605,000 treasury shares. The company ended the quarter with cash and investments of $173.7 million.

Hock Tan, President and CEO commented, “Our strong growth in communications products reflected an expansion in demand for our timing products from server memory modules and enterprise networks. We have invested considerable resources over the past three years to position our business very well in enterprise networking, storage and computing systems, and it is now beginning to show encouraging returns. We expect this segment to drive our growth during the upcoming calendar year 2004.”

Second Quarter Fiscal 2004 Conference Call

ICS will host a conference call to discuss the earnings results for the second quarter of fiscal year 2004 at 9:00 a.m. ET on January 21, 2004. The company will also discuss its strategic direction and market conditions. Any interested parties are invited to listen to the conference call by dialing (877) 405-3430 or (706) 634-6397 for international callers. The call will also be broadcast via the Internet and can be accessed from ICS’s corporate website at the address www.icst.com.

About ICS

Integrated Circuit Systems, Inc. is a leader in the design, development and marketing of silicon timing devices for communications, networking, computing and digital multimedia applications. The Company is headquartered in Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ; Worcester, MA and Singapore.

Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company’s financial results can be found in the Company’s Form 10-K filed on September 12, 2003.

INTEGRATED CIRCUIT SYSTEMS, INC.

CONSOLIDATED OPERATING RESULTS

(Unaudited)

	Three Months Ended						Six Months Ended
(In thousands)	Dec. 27, 2003		Sept. 27, 2003		Dec. 28, 2002		Dec. 27, 2003		Dec. 28, 2002
Revenues	$	69,565	$	65,285	$	62,026	$	134,850	$	119,815
Cost of sales		28,107		26,436		25,701		54,543		49,022
Gross margin		41,458		38,849		36,325		80,307		70,793
Expenses:
Research and development		10,014		9,308		8,803		19,322		17,021
Selling, general and administrative		8,819		8,971		8,472		17,790		17,098
Deferred compensation		244		244		244		488		1,294
Amortization of intangibles		575		575		575		1,150		1,150
		19,652		19,098		18,094		38,750		36,563
Operating income		21,806		19,751		18,231		41,557		34,230
Other income (expense)		379		745		565		1,124		671
Income before income taxes		22,185		20,496		18,796		42,681		34,901
Income taxes		3,533		3,215		2,871		6,748		5,263
Net income	$	18,652	$	17,281	$	15,925	$	35,933	$	29,638
Basic EPS
Net income	$	0.26	$	0.25	$	0.24	$	0.51	$	0.44
Diluted EPS
Net income	$	0.26	$	0.24	$	0.23	$	0.49	$	0.42
Weighted Shares
Basic		70,422		70,453		67,711		70,437		67,186
Diluted		72,882		73,279		70,313		73,087		69,859
Capital expenditures	$	2,295	$	2,163	$	526	$	4,458	$	1,928
Depreciation and amortization	$	2,192	$	2,105	$	2,222	$	4,297	$	4,484

INTEGRATED CIRCUIT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE STREET

(in thousands, excluding Other Financial Data)	Dec. 27, 2003 (unaudited)			June 28, 2003
ASSETS
Current Assets:
Cash and marketable securities	$	137,716		$	123,038
Accounts receivable, net		38,480			31,501
Inventory, net		16,277			15,822
Deferred & prepaid taxes		21,368			18,925
Other current assets		6,182			11,151
Total current assets		220,023			200,437
Property & equipment, net		17,112			15,749
Long term investments		35,000			30,000
Maxtek		1,000			2,000
Intangibles		29,033			30,245
Goodwill		36,573			36,573
Other assets, net		12			144
Total assets	$	338,753		$	315,148
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term obligations	$	90		$	10,059
Accounts payable		19,706			10,836
Accrued expenses and other current liabilities		7,880			10,855
Total current liabilities		27,676			31,750
Other long term liabilities		12,810			12,575
Total liabilities		40,486			44,325
Shareholders’ Equity:
Common stock		722			713
Additional paid in capital		273,755			258,422
Retained earnings		64,558			28,625
Deferred compensation		(243	)		(731	)
Treasury stock		(40,535	)		(16,212	)
Other		10			6
Total shareholders’ equity		298,267			270,823
Total liabilities and shareholder’s equity	$	338,753		$	315,148
OTHER FINANCIAL DATA:
Days sales outstanding		50			47
Inventory turns		6.9			5.4

ANNEX 2

Integrated Circuit Systems, Inc.

SUPPLEMENTAL FINANCIAL INFORMATION

The following additional financial information was disclosed in our broadly accessible conference call on January 21, 2004:

Business Outlook:

Revenues are expected to be in a range from 4% down to flat in our third quarter of fiscal 2004 in comparison to our second quarter of fiscal 2004. Gross margin should expand due to product mix. Operating expenses are expected to increase due to investments in research and development. We expect fully diluted earnings per share to be $0.25 to $0.26 for the second quarter.

Business Update:

During the second quarter, we paid down the remaining $5.8 million balance on our $45 million term loan, and no amount is outstanding under our revolving credit facility. We also purchased 605,000 shares of treasury stock during the second quarter. We have purchased approximately 1.9 million shares and still have the ability to purchase another 1.1 million shares.