8-K

                                  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

       Date of Report (Date of earliest event reported): December 6, 2004


                       ALLIANCE SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

                                    000-22594
                            (Commission File Number)

           Delaware                                    77-0057842
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
        incorporation)


                              2575 Augustine Drive
                       Santa Clara, California 95054-2914
             (Address of principal executive offices, with zip code)

                                 (408) 855-4900
              (Registrant's telephone number, including area code)


     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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.


(b) On December 6, 2004, Ronald K. Shelton, Vice President, Finance and
Administration, and Chief Financial Officer of Alliance Semiconductor
Corporation (the "Company"), tendered his resignation effective January 15, 2005
to pursue other interests.

(c) Jeff Parsons, the Company's Corporate Controller, was appointed to succeed
Mr. Shelton as Vice President of Finance and Administration and Chief Financial
Officer effective January 15, 2005.

Mr. Parsons, 45, has served as the Company's Corporate Controller since August
2002. From February 2000 to August 2001, he was the Director of Finance at Lara
Networks. Mr. Parsons served as Director of Finance for Cirrus Logic from April
1996 to July 1999 and worked as a Divisional Controller at Cypress Semiconductor
from September 1993 to March 1996. Mr. Parsons received his BA from Vanderbilt
University in 1980 and his MBA from Carnegie-Mellon University in 1983.

A copy of the press release announcing the foregoing management changes is filed
as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1. Press Release, dated December 7, 2004, entitled "Alliance Semiconductor
      Names Jeff Parsons as New Vice President of Finance and Administration
      Chief Financial Officer."


                                      -2-




                                   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.


                          ALLIANCE SEMICONDUCTOR CORPORATION



Date:  December 7, 2004   By:     /s/ N. Damodar Reddy
                                 ---------------------------------
                                 N. Damodar Reddy
                                 Chairman of the Board, President,
                                 Chief Executive Officer


                                      -3-

EX-99.1

                                                                    Exhibit 99.1

       Alliance Semiconductor Names Jeff Parsons as New Vice President of
             Finance and Administration and Chief Financial Officer

    SANTA CLARA, Calif.--(BUSINESS WIRE)--Dec. 7, 2004--Alliance
Semiconductor Corporation (Nasdaq:ALSC), a worldwide provider of
analog and mixed signal products, high-performance memory products and
systems solutions for the communications, computing, embedded,
industrial and consumer markets, today announced the appointment of
Jeff Parsons as its new Vice President of Finance and Administration
and Chief Financial Officer.
    Mr. Parsons succeeds Ronald K. Shelton who is leaving to pursue
other interests. Mr. Shelton will remain with the Company through Jan.
15, 2005 to assist in the transition of responsibilities to Mr.
Parsons.
    Mr. Parsons, 45, has served as the Company's Corporate Controller
since August 2002. From February 2000 to August 2001, he was the
Director of Finance at Lara Networks. Mr. Parsons served as Director
of Finance for Cirrus Logic from April 1996 to July 1999 and worked as
a Divisional Controller at Cypress Semiconductor from September 1993
to March 1996. Mr. Parsons received his BA from Vanderbilt University
in 1980 and his MBA from Carnegie-Mellon University in 1983.
    "We thank Ron for the contributions he has made to Alliance and
wish him well," said N.D. Reddy, Alliance's president and CEO. "Since
joining the Company in 2002, he has played a key role in our
diversification strategy and execution and has been a valued member of
the Alliance management team." Reddy continued, "We are pleased to
have Jeff assume an expanded role in the organization and are
confident that his experience and background will serve the Company
well as we continue to focus our efforts on expanding and diversifying
our business."

    About Alliance

    Alliance Semiconductor Corporation (Nasdaq:ALSC) is powering every
application with high performance solutions for the communications,
computing and consumer electronics markets. Utilizing advanced process
technologies and design expertise, Alliance provides leading OEMs with
a broad portfolio of complementary technologies including analog and
mixed-signal products, chip-to-chip connectivity products, networking
controllers and high-performance memories. Alliance addresses the
complete needs of system developers by leveraging its proprietary
advances in Electromagnetic Interference (EMI) reduction, power
management and timing technology, HyperTransport(TM) I/O connectivity
and specialized memory solutions for next-generation applications.
Founded in 1985, Alliance is headquartered in Santa Clara, Calif.,
with design centers in Bangalore and Hyderabad, India. The company is
publicly traded and included in the S&P 600 Index. Additional
information is available on the Alliance website at:
http://www.alsc.com.

    Forward-Looking Statements

    Except for historical information, the above statements of this
press release are forward-looking statements, including, for example,
statements that are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth
in the forward-looking statements. These risks and uncertainties
include such factors, among others, as further significant price
erosion of the Company's products; continued significantly decreased
demand and increased competitive environment for the Company's
products; the Company's potential status as an Investment Act of 1940
reporting company; obsolescence of the Company's products; further
accumulation of excess inventory or price erosion or obsolescence of
existing inventory, any of which may result in charges against the
Company's earnings; inability to timely ramp up production of and
deliver new or enhanced products; inability to successfully recruit
and retain qualified technical and other personnel; adverse
developments in current or future litigation or administrative
proceedings; further diminution in value of investments made by
Alliance or by Alliance Venture Management, LLC; cancellation of
orders in the Company's backlog and the risk factors listed in the
Company's Form 10-K filed on June 10, 2004 and Form 10-Q filed on Nov.
4, 2004 which have been filed with the Securities and Exchange
Commission, and which are available through the Company's home page,
http://www.alsc.com. These forward-looking statements speak only as of
the date of this press release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or to reflect
any change in events, conditions or circumstances on which any such
forward-looking statement is based.



    CONTACT: Alliance Semiconductor Corporation
             Ron Shelton, 408-855-4958
             rshelton@alsc.com
             or
             Investor Contact:
             Shelton Investor Relations
             Lynette Stein, 972-239-5119 ext.115
             lstein@sheltongroup.com