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As filed with the Securities and Exchange Commission on October 1, 2001

Registration No. 333-      

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Silicon Storage Technology, Inc.
(Exact name of registrant as specified in its charter)

California	77-0225590
(State of Incorporation)	(I.R.S. Employer Identification No.)

1171 Sonora Court, Sunnyvale, California 94086 Phone: (408) 735-9110
(Address of principal executive offices)

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1995 Equity Incentive Plan,
(Full title of the plan)

Bing Yeh
President and Chief Executive Officer
1171 Sonora Court, Sunnyvale, California 94086 Phone: (408) 735-9110
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:
Mark P. Tanoury, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94036
(650) 843-5000

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common stock, no par value (together with associated preferred stock purchase rights)		2,000,000 shares		$4.45		$8,900,000		$2,225

(1)

This Registration Statement shall cover any additional shares of Common Stock which become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant's outstanding Common Stock.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Act"). The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Stock Market for September 26, 2001 (pursuant to Rule 457(c) under the Act).

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following Registration Statements on Form S-8, filed by the Registrant with the Securities and Exchange Commission on December 5, 1995, SEC File No. 33-97802, March 23, 2000, SEC File No. 333-33130, and October 5, 2000, SEC File No. 333-47388 are incorporated by reference into this Registration Statement.

EXHIBITS

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Previously filed as an Exhibit to the Registration Statement filed on Form S-1 (33-97802) and incorporated by reference herein.

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Previously filed as an Exhibit to Form 10-K, Form 10-Q or Form 8-K and incorporated by reference herein.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 1^st day of October, 2001.

		SILICON STORAGE TECHNOLOGY, INC.
		By:		/s/ BING YEH    Bing Yeh President and Chief Executive Officer

POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bing Yeh and Jeffrey L. Garon, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ BING YEH    Bing Yeh		President, Chief Executive Officer and Director (Principal Executive Officer)		October 1, 2001
/s/ JEFFREY L. GARON    Jeffrey L. Garon		Vice President Finance & Administration, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)		October 1, 2001
/s/ YAW WEN HU    Yaw Wen Hu		Senior Vice President, Operations and Process Development and Director		October 1, 2001

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/s/ RONALD CHWANG    Ronald Chwang		Director		October 1, 2001
/s/ YASUSHI CHIKAGAMI    Yasushi Chikagami		Director		October 1, 2001
/s/ TSUYOSHI TAIRA    Tsuyoshi Taira		Director		October 1, 2001

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EXHIBIT INDEX

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+

Previously filed as an Exhibit to the Registration Statement filed on Form S-1 (33-97802) and incorporated by reference herein.

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Previously filed as an Exhibit to Form 10-K, Form 10-Q or Form 8-K and incorporated by reference herein.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
EXHIBITS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX