UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.       )

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Alliance Semiconductor Corporation

(Name of Registrant as Specified In Its Charter)

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This filing consists of a letter from N. Damodar Reddy to Bryant Riley dated July 15, 2005.

The Board of Directors intends to file a proxy statement with the Securities and Exchange Commission relating to its solicitation of proxies for the Company’s Annual Meeting of Stockholders. Alliance Semiconductor stockholders are urged to read the Company’s proxy statement, when it becomes available, because it will contain important information. Alliance Semiconductor stockholders will be able to obtain a copy of the proxy statement, and any other relevant documents, for free at the Securities and Exchange Commission’s web site located at www.sec.gov. Alliance Semiconductor stockholders will also be able to obtain a free copy of the proxy statement, and other relevant documents, by contacting Alliance Semiconductor Investor Relations. All of the Alliance Semiconductor directors will be deemed to be participants in the Board’s solicitation of proxies, and certain of the executive officers of Alliance Semiconductor may be deemed to be participants in the Board’s solicitation of proxies. A description of the direct and indirect interests, by security holdings or otherwise, of these participants in the Board’s solicitation of proxies will be set forth in the proxy statement filed by Alliance Semiconductor with the Securities and Exchange Commission in connection with the Annual Meeting.

ALLIANCE SEMICONDUCTOR CORPORATION
2575 Augustine Drive
Santa Clara, California 95054-2914

July 15, 2005

B. Riley & Company, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Attention: Bryant Riley

Re: Letter from B. Riley to Special Committee Dated July 8, 2005

Dear Mr. Riley:

     The Special Committee (the “Special Committee”) of the Board of Directors of Alliance Semiconductor Corporation (the “Company”) has received and considered your letter dated July 8, 2005 (your “Letter”) addressed to the Special Committee. While the Special Committee appreciates your offer to meet with the directors, the Special Committee has decided to decline your invitation.

Very truly yours,
 

/s/ N. Damodar Reddy  

Chairman