Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RODGERS THURMAN J
   2. Issuer Name and Ticker or Trading Symbol
CYPRESS SEMICONDUCTOR CORP /DE/ [CY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
198 CHAMPION COURT		 3. Date of Earliest Transaction (Month/Day/Year)
08/13/2008
(Street)

SAN JOSE, CA 95134		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/13/2008   M   1,200 (1) A $ 21.5 1,200 I Spouse
Common Stock 08/13/2008   M   1,150 (1) A $ 8.375 2,350 I Spouse
Common Stock 08/27/2008   G V 340 (2) D $ 0 2,010 I Spouse
Direct Holding               869,312 D  
Restricted Stock Award 09/30/2008   A(3)   2,636,940 (4) A $ 0 (3) 3,506,252 D  
Common Stock 10/01/2008   M   1,236,066 (1) A $ 0 4,742,318 D  
Common Stock 10/01/2008   M   1,153,661 (1) A $ 0 5,895,979 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option $ 21.5 08/13/2008   M   1,200   08/13/2008 09/30/2009 Common Stock 1,200 $ 0 2,400 I Spouse
Non Qualified Stock Option $ 8.375 08/13/2008   M   1,150   08/13/2008 09/17/2008 Common Stock 1,150 $ 0 1,250 I Spouse
Non Qualified Stock Option $ 2.5485 10/01/2008   M   1,236,066   10/01/2008 08/07/2012 Common Stock 1,236,066 $ 0 14,570,171 D  
Non Qualified Stock Option $ 1.8349 10/01/2008   M   1,153,661   10/01/2008 04/11/2013 Common Stock 1,153,661 $ 0 13,416,510 (5) (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RODGERS THURMAN J
198 CHAMPION COURT
SAN JOSE, CA 95134		   X     President & CEO  

Signatures

 Thurman J. Rodgers   10/02/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Cash exercise and hold.
(2) Gift to non-family member.
(3) Represents shares of restricted Cypress Common Stock distributed to the reporting person pursuant to the Offer to Exchange Restricted Stock Units for Restricted Stock, dated August 22, 2008, as amended ("RSU Exchange Offer"). As reported in the Form 4 dated 9/29/2008, Mr. Rodgers tendered and disposed to the issuer 160,000 Performance RSUs eligible to vest during 2008 in the RSU Tender Offer. At such time Mr. Rodgers also tendered the remaining 480,000 Performance RSUs remaining from the 800,000 share grant reported in the Form 4 dated 5/11/2007 as to which performance metrics have not yet been established, for a total of 640,000 Performance RSUs tendered by Mr. Rodgers.
(4) Under the terms of the RSU Tender Offer, following the cancellation of the Performance RSUs, Mr. Rodgers received a number of restricted shares of Cypress Common Stock determined by multiplying the tendered RSUs by the conversion ratio. The conversion ratio reflects the ratio of market prices of Cypress Common Stock before and after the 9/29/2008 distribution of all Class B Common Stock of SunPower Corporation then owned by Cypress to Cypress' stockholders as a stock dividend (the "spin-off"). The restricted Cypress Common Stock received by the reporting person is subject to the same performance vesting conditions as the tendered Performance RSUs, adjusted to reflect the effect of the SunPower spin-off
(5) Amended to correct reporting error on Form 4 daetd 09/29/2008. The Table II reported number of shares should have been 80,000 instead of 160,000.
(6) Under the terms of the resolution of the Board of Directors, all options, RSUs and RSAs have been adjusted by the conversion ratio as disclosed in Footnote 4 above.

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