##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file
    number: 0-22594
      Alliance Semiconductor
    Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware

77-0057842(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   4633 Old
    Ironsides Drive
    Santa Clara, California 95054
 (Address of principal executive
    offices including zip code)
  Registrants telephone number, including area code is
    (408) 855-4900
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Title of Each Class
      Common Stock, par value $0.01
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ




---



##### 





ALLIANCE
    SEMICONDUCTOR CORPORATION
  FORM 10-K
    For the Period Ended March 31, 2008
  TABLE OF
    CONTENTS
   
 Item



PageNumber

Description

NumberPART IItem 1.


Business


2Item 1A.


Risk Factors


3Item 2.


Properties


4Item 3.


Legal Proceedings


4Item 4.


Submission of Matters to a Vote of Security
    Holders


5PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


5Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


5Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


8Item 8.


Financial Statements and Supplementary Data


8Item 9A.


Controls and Procedures


8Item 9B.


Other Information


9PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


9Item 11.


Executive Compensation


12Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


15Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


16Item 14.


Principal Accountant Fees and Services


17PART IVItem 15.


Exhibits and Financial Statement Schedules


17Signatures


18Exhibit Index


F-16EXHIBIT 21.01EXHIBIT 23.01EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01EXHIBIT 32.02




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##### Table of Contents



PART I  Forward-Looking
    Statements
    Item 1.
    Business  Overview
            Investments
      Employees
   2




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##### Table of Contents



Web Site
    Access to Our Periodic SEC Reports
  (Forms 10-Q 10-K), (Form 8-K),
  Item 1A.
    Risk
    Factors  Form 10-K,
  We are
    subject to certain contingent liabilities that may limit our
    available cash resources.
      We
    hold securities which have experienced significant fluctuations
    in value and liquidity.
     3




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##### Table of Contents



Our
    financial condition is likely to fluctuate and failure to meet
    financial expectations for any period may cause our stock price
    to decline.
  Form 10-K
  
    changes in economic and capital market conditions; and;
    changes in business regulatory conditions  Compliance
    with changing regulations of corporate governance and public
    disclosure may result in additional expense.
    Form 10-K Form 10-K
  We may
    be unable to attract and retain key personnel who are critical
    to the success of our business.
    Item 2.
    Properties    Item 3.
    Legal
    Proceedings  SRAM
    Class Actions
   4




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowFiscal Year 20071st Quarter (from April 1, 2006 to June 30, 2006)

$
2.92


$
2.602nd Quarter (from July 1, 2006 to September 30, 2006)


3.42



2.613rd Quarter (from October 1, 2006 to December 31, 2006)


4.55



3.354th Quarter (from January 1, 2007 to March 31,
    2007)


4.51



4.14Fiscal Year 20081st Quarter (from April 1, 2007 to June 30, 2007)

$
5.23


$
4.422nd Quarter (from July 1, 2007 to September 30, 2007)


5.89



2.053rd Quarter (from October 1, 2007 to December 31, 2007)


2.30



1.454th Quarter (from January 1, 2008 to March 31,
    2008)


1.95



0.95     Dividend
    Policy
    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations   5




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Overview
          Results
    of Operations
    th
       6




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##### Table of Contents



Critical
    Accounting Policies
    Liquidity
    and Capital Resources
    A-1+/Prime-1 A-1/Prime-1.
         7




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##### Table of Contents



Plan
    of Operations
      
    The ability to utilize our gross deferred tax assets of
    approximately $73.1 million.
    The liquidity of our currently held investments.    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  INVESTMENT
    RISK
      INVESTMENTS
    IN AUCTION-RATE SECURITIES
  Form 1O-K,
  Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9A.
    Controls
    and Procedures  Managements
    Report on Internal Control over Financial Reporting
   8




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##### Table of Contents



Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  Executive
    Officers of the Registrant
    Name

Age

PositionMelvin L. Keating


61


President and Chief Executive OfficerKarl H. Moeller, Jr.


65


Interim Chief Financial Officer   Mr. Keating
 9




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##### Table of Contents



Mr. Moeller
  Identification
    of Directors
  Name

Age

Principal Occupation

Director SinceBryant R. Riley(1)(3)


41


Founder and Chairman of B. Riley & Co, Inc.


2005Alan B. Howe(1)(2)


47


Vice President of Strategic Development of Covad Communications


2005Bob DAgostino(2)(3)


41


President of Q-mation


2005J. Michael Gullard(2)


63


General Partner of Cornerstone Management


2005C.N. Reddy


52


Executive Vice President for Investments and Director


1985     (1)
    
    Member of the Compensation Committee.(2)
    
    Member of the Audit Committee.(3)
    
    Member of the Nominating and Corporate Governance Committee.  Bryant R. Riley Dabney-Resnick, 1991-1993
 10




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##### Table of Contents



Alan B. Howe
  Bob DAgostino
  J. Michael Gullard
  C.N. Reddy
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  Form 10-K
 11




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##### Table of Contents



Form 8-K.
  Audit
    Committee
    Item 11.
    Executive
    Compensation  Summary
    Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity

DeferredStock

Option

Incentive Plan

Compensation

All OtherSalary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalName and Principal Position

Year

($)(1)

($)(2)

($)

($)(3)

($)

($)

($)(4)

($)(5)Melvin L. Keating


2008



340,000























12,771



352,771President and Chief Executive Officer


2007



415,000



420,000







337,387











9,316



1,181,703Karl H. Moeller, Jr.


2008



234,038























16,312



250,350Interim Chief Financial Officer


2007



240,000











34,359











12,143



286,502     (1)
    
    Salary.  The amounts reported in this column
    represent base salaries paid to each of the Named Executive
    Officers.(2)
    
    Bonus.  The amounts reported in this column for
    Fiscal 2007 reflect discretionary cash bonus awards approved by
    the Compensation Committee and paid in the fourth quarter of
    fiscal 2007.(3)
    
    Option Awards.  No stock options were granted
    to any Named Executive Officers in fiscal 2007 or fiscal 2008.
    The amounts reported in this column represent the dollar amount
    of stock options recognized, or expensed, based on
    the vesting of grants made in prior years during fiscal 2007 and
    fiscal 2008 for each of the Named Executive Officers as
    compensation costs for financial reporting purposes (excluding
    forfeiture assumptions) in accordance with
    SFAS No. 123R. As of March 31, 2008, none of the
    Named Executive Officers held unexercised stock options.(4)
    
    All Other Compensation.  The amounts reported
    in this column represent the aggregate dollar amount for each
    Named Executive Officer for perquisites and other personal
    benefits. Under rules of the SEC, the Company is required to
    identify by type all perquisites and other personal benefits for
    a Named Executive Officer if the total value for that individual
    equals or exceeds $10,000, and to report and quantify each
    perquisite or personal benefit that exceeds the greater of
    $25,000 or 10% of the total amount for that individual. The
    amounts disclosed in this column for Messers. Keating and
    Moeller consist of medical and life insurance premiums net of
    employee contributions, accidental death and disability
    insurance premiums and 401(k) matching payments.(5)
    
    Total Compensation.  The amounts reported in
    this column are the sum of the prior columns for each of the
    Named Executive Officers. 12




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##### Table of Contents



Employment
    Agreements
      Mr. Keating
    Mr. Moeller
    Dividend
    Termination
    and Change in Control Provisions
  post-employment change-in-control
   13




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##### Table of Contents



Employment
    Agreement
    Accelerated
    Equity Awards
  Form 10-K
  Compensation
    of Directors
        Director
    Compensation in Fiscal 2008
  Change inNon-


PensionFees








Equity


Value andEarned








Incentive


Nonqualifiedor Paid


Stock


Option


Plan


Deferred


All Otherin Cash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($)


($)(1)


($)


Earnings


($)


$Bryant R. Riley


40,000


$







$



$



$




40,000Alan B. Howe


50,000























50,000Robert DAgostino


50,000























50,000J. Michael Gullard


55,000























55,000     (1)
    
    As of March 31, 2008, none of the independent directors
    held unexercised stock options. 14




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##### Table of Contents



Dividend
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Amount and Natureof Beneficial

PercentName and Address of Beneficial Owner(1)

Ownership(2)(3)

of ClassBryant R. Riley(4)


5,080,298



15.4
%11100 Santa Monica Blvd., Suite 800
    Los Angeles, CA 90025Lloyd Miller III(5)


4,046,560



12.2
%4550 Gordon Drive
    Naples, FL 34102Schneider Capital Management Corporation(6)


3,055,298



9.2
%460 E. Swedesford Road, Suite 1080
    Wayne, PA 19087David J. Greene & Co. LLC(7)


2,104,343



6.4
%599 Lexington Avenue
    New York, NY 10022Francis Capital Management, LLC(8)


1,655,200



5.0
%429 Santa Monica Boulevard, Suite 320
    Santa Monica, CA 90401Harvey Partners, LLC(9)


2,456,000



7.4
%350 Madison Avenue, 8th Floor
    New York, NY 10017C.N. Reddy(10)


3,904,350



11.8
%Bob DAgostino


94,450



*Alan B. Howe


56,700



*J. Michael Gullard


50,000



*Melvin L. Keating


200,000



*Karl H. Moeller, Jr.






*N. Damodar Reddy(11)


3,806,136



11.5
%All Directors and current executive officers as a group
    (7 persons)(12)






28.4
%     *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address of each of the named
    individuals is
    c/o Alliance
    Semiconductor Corporation, 4633 Old Ironsides Dr.,
    Suite 240, Santa Clara, CA 95054.(2)
    
    Unless otherwise noted, the Company believes that all persons or
    entities named in the table have sole voting and sole investment
    power with respect to all shares of Common Stock shown in the
    table to be beneficially owned by them, subject to community
    property laws where applicable.(3)
    
    A person is deemed to be the beneficial owner of securities that
    can be acquired by such person within 60 days of
    May 6, 2008 upon the exercise of options, excluding,
    however, options granted pursuant to the Companys 15




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1996 Employee Stock Purchase Plan. Each stockholders
    percentage ownership is determined by assuming that options that
    are held by such person (but not those held by any other person)
    and that are exercisable within 60 days of May 6, 2008
    have been exercised.(4)
    
    Pursuant to a Schedule 13D/A filed by Bryant R. Riley on
    May 6, 2008. Mr. Riley directly or indirectly has sole
    voting and dispositive power over securities held by B.
    Riley & Co., LLC, B. Riley & Co. Retirement
    Trust, Riley Investment Partners Masters Fund, L.P., BR
    Investco, LLC and Riley Investment Management LLC. Additionally
    Mr. Riley has shared voting and dispositive power over an
    aggregate of 2,100,147 shares beneficially owned by Riley
    Investment Management LLC and B. Riley & Co., LLC.
    Through his relationships with these entities, Mr. Riley
    may be deemed to beneficially own a total of
    5,080,298 shares of the Companys Common Stock.(5)
    
    The number of shares is as reported on Schedule 13G/A filed
    by Lloyd Miller III on February 11, 2008. The
    reporting person has sole voting and dispositive power with
    respect to 1,673,688 of the reported securities and shared
    voting and dispositive power with respect to 2,372,872 of the
    reported securities as (i) an investment advisor to the
    trustee of certain family trusts, and (ii) the trustee to
    certain generation skipping trusts.(6)
    
    The number of shares is as reported on a Schedule 13G/A
    filed by Schneider Capital Management Corporation on
    February 13, 2008.(7)
    
    The number of shares is as reported on Schedule 13G filed
    by David J. Greene & Co. LLC on February 8, 2007.(8)
    
    As the managing member of Francis Capital Management, LLC, John
    P. Francis may be deemed to beneficially own the number of
    reported shares.(9)
    
    The number of shares is as reported on a Schedule 13 G/A
    filed by Harvey Partners, LLC on February 14, 2008. Harvey
    Partners, LLC is the investment manager of Harvey SMidCap Fund,
    LP, a Delaware limited partnership, and Harvey SMidCap Offshore
    Fund, Ltd., a Cayman Islands exempted company, and, as such,
    possesses sole power to vote and direct the disposition of all
    securities of Alliance held by Harvey SMidCap Fund and Harvey
    SMidCap Offshore Fund. Jeffrey C. Moskowitz and James A.
    Schwartz, the Managing Members of Harvey Partners, share voting
    and investment power with respect to all securities beneficially
    owned by Harvey Partners.(10)
    
    Includes 677,500 shares held of record by C.N. Reddy
    Investments, Inc., of which C.N. Reddy is the sole stockholder.(11)
    
    The number of shares is as reported on a Form 4 filed on
    May 23, 2007.(12)
    
    Includes zero shares subject to options exercisable within
    60 days of May 6, 2008.  Item 13.
    Certain
    Relationships and Related Transactions  Review,
    Approval or Ratification of Transactions with Related
    Persons
    Director
    Independence
   16




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    2008


2007Audit Fees(a)

$
91,500


$
575,000Audit Related Fees(b)

$



$
37,500Tax Fees(c)

$
11,170


$
All Other Fees

$



$
     (a)
    
    Audit fees represent fees for professional services provided in
    connection with the audit of the Companys financial
    statements, review of the Companys quarterly financial
    statements and audit services provided in connection with other
    statutory or regulatory filings, and includes fees for consents.
    Audit Fees in 2008 include the audit for fiscal 2008 as well as
    quarterly reviews. Audit Fees in 2007 include an additional
    maximum of $125,000 which was billed on hours and rate for
    actual work performed and $22,000 for prior auditors
    consent to the annual filing.(b)
    
    Audit related fees represent fees for accounting consultations
    related to potential transactions.(c)
    
    Tax fees principally include fees for tax planning advice. All
    such services were pre-approved by the Audit Committee.Our audit committees policy is to pre-approve all audit
    and permissible non-audit services provided by the independent
    auditors, which they have done. These services may include audit
    services, audit-related services, tax services and other
    services. Pre-approval is generally provided for up to one year
    and any pre-approval is detailed as to the particular service or
    category of services and is generally subject to a specific
    budget. The independent auditors and management are required to
    periodically report to the audit committee regarding the extent
    of services provided by the independent auditors in accordance
    with this pre-approval, and the fees for the services performed
    to date. The audit committee may also pre-approve particular
    services on a
    case-by-case
    basis.  PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    report:
  Financial Statements. page F-1 page F-2
  Financial Statement
    Schedules.
  Exhibits.
  Exhibits. Form 10-K.
  Financial Statement
    Schedules.
 17




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SIGNATURES      By:
    /s/  MELVIN
    L. KEATING        By:
    /s/  KARL
    H. MOELLER   Interim Chief Financial Officer
 (Principal Financial and Accounting Officer)
    POWER OF
    ATTORNEY
  Form 10-K,
  Form 10-K
  Signature

Title

Date/s/  Bryant
    RileyBryant
    Riley

Chairman of the Board

June 30, 2008/s/  J.
    Michael GullardJ.
    Michael Gullard

Director

June 30, 2008/s/  Alan
    HoweAlan
    Howe

Director

June 30, 2008/s/  Bob
    DAgostinoBob
    DAgostino

Director

June 30, 2008/s/  C.
    N. ReddyC.
    N. Reddy

Director

June 30, 2008  18




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##### 



ALLIANCE
    SEMICONDUCTOR CORPORATION
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PagesReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Financial Statements:Consolidated Balance Sheets as of March 31,
    2008 and 2007


F-3Consolidated Statements of Operations for the
    years ended March 31, 2008 and 2007


F-4Consolidated Statements of Stockholders
    Equity for the years ended March 31, 2008 and 2007


F-5Consolidated Statements of Cash Flows for the
    years ended March 31, 2008 and 2007


F-6Notes to Consolidated Financial Statements


F-7   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               F-2




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


March 31,2008


2007(In thousands exceptper share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
11,764


$
58,236Short-term investments


61,167



129,774Accounts receivable, net






3Receivable from sale of securities


401



1,733Federal and State Tax Receivable


8,236



Other current assets


1,895



2,455Deferred tax assets


3,739



12,158Assets held for sale






5,413Total current assets


87,202



209,772Property and equipment, net






10Investment in Tower Semiconductor (excluding short-term portion)






2,338Other assets


68



17Total assets

$
87,270


$
212,137LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable


17


$
351Accrued liabilities


134



157Income tax payable


190



34,551Liabilities related to assets held for sale






4,075Total current liabilities


341



39,134Deferred tax liabilities


3,739



12,158Total liabilities

$
4,080


$
51,292Stockholders equity:Common stock (41,222 shares issued and 33,048 shares
    outstanding March 31, 2008, and 40,777 shares issued
    and 32,603 shares outstanding March 31, 2007)


412



408Additional paid-in capital


194,546



193,361Treasury stock (8,174 shares at cost March 31, 2008
    and March 31, 2007)


(68,658
)


(68,658
)Accumulated earnings/(deficit)


(42,586
)


35,110Accumulated other comprehensive income/(loss)


(524
)


624Total stockholders equity


83,190



160,845Total liabilities and stockholders equity

$
87,270


$
212,137    F-3




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Twelve Months Ended March 31,2008


2007General and administrative expense


(3,631
)


(7,711
)Loss from operations


(3,631
)


(7,711
)Other Income/(Expense)Gain/(loss) on sale of marketable securities

$
(1,122
)

$
1,515Interest and dividends


7,474



4,016Total other income


6,352



5,531Income/(Loss) before income tax


2,721



(2,180
)Benefit/(provision) for income tax


40,182



1,255Income/(Loss) from continuing operations


42,903



(924
)Income/(Loss) from discontinued operations, net of tax


3,256



106,321Net income/(loss)

$
46,159


$
105,396Net income/(loss) per share  Basic:Continuing operations

$
1.30


$
(0.03
)Discontinued operations

$
0.10


$
3.12Net income/(loss)

$
1.40


$
3.09Net income/(loss) per share  Diluted:Continuing operations

$
1.30


$
(0.03
)Discontinued operations

$
0.10


$
3.09Net income/(loss)

$
1.40


$
3.06Weighted average number of common shares:Basic


32,931



34,079Diluted


32,932



34,461    F-4




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  OtherAdditional





Comprehensive


Retained


TotalCommon Stock


Paid-In


Treasury


Income


Earnings


StockholdersShares(1)


Amount


Capital


Stock


(Loss)


(Deficit)


EquityBalance at March 31, 2006


43,755



438



201,622



(68,576
)


(1,314
)


(70,286
)


61,884Unrealized gain/(loss) on investments, net


















1,938Net Income






















105,396Tender Offer


(2,978
)


(30
)


(8,905
)














(8,935
)Stock Repurchase














(82
)










(82
)Stock Based Comp










808















808Stock Option Exercise


0







2















2Offering Cost










(166
)














(166
)Total comprehensive income


























107,334Balance at March 31, 2007


40,777



408



193,361



(68,658
)


624



35,110



160,845Unrealized gain/(loss) on investments, net


















(1,148
)Net Income






















46,159Stock Based Comp










9















9Stock Option Exercise


445



4



1,176















1,180Cash Dividend






















(123,855
)


(123,855
)Total comprehensive income (loss)


























45,011Balance at March 31, 2008


41,222



412



194,546



(68,658
)


(524
)


(42,586
)


83,190    F-5




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Twelve Months EndedMarch 31,2008


2007Cash flows from operating activities:Net Income/(Loss)

$
46,159


$
105,396Adjustments to reconcile net income/(loss) to net cash used in
    operating activities:Depreciation and amortization


10



141Stock based compensation


9



808Minority interest in subsidiary companies, net of tax






295Equity in loss of investees


254



6,869Loss on investments


983



(2,932
)Gain on sale of business units


(2,076
)


(123,325
)Gain on disposal of fixed assets






351Other


(1
)


(157
)Write-down of marketable securities and venture investments






1,852Gain on sale of patents


(1,250
)


Provision for income tax


2,532



Deferred income tax


(1,626
)


(1,308
)Changes in assets and liabilities:Accounts receivable






2,495Inventory






248Receivable from sale of securities


1,332



249Assets held for sale


519



270Other assets


304



(1,852
)Federal Tax Receivable


(8,236
)


Deposits






385Accounts payable


(334
)


(2,810
)Accrued liabilities and other long-term obligations


(152
)


(5,554
)Liabilities related to assets held for sale


(1,233
)


1,145Income tax payable


(34,492
)


666Net cash provided by (used in) operating activities


2,702



(16,782
)Cash flows from investing activities:Proceeds from sale of business units


1,773



18,803Proceeds from sale of available-for-sale securities


6,044



9,445Proceeds from sale of equipment






343Proceeds from sale/(purchase of) of short-term money market
    instruments


62,108



(121,534
)Purchase of Alliance Ventures and other investments






(4,552
)Proceeds from sale of Alliance Ventures and other investments


2,327



131,976Proceeds from sale of patents


1,250



Net cash provided by investing activities


73,502



34,481Cash flows from financing activities:Net proceeds from exercise of stock options


1,180



2Special dividend


(123,856
)


Repurchase of common stock






(9,183
)Net cash used in financing activities


(122,676
)


(9,181
)Net increase/(decrease) in cash and cash equivalents


(46,472
)


8,518Cash and cash equivalents at beginning of the period


58,236



49,718Cash and cash equivalents at end of the period

$
11,764


$
58,236Supplemental disclosure of cash flow information:Cash paid (refunded) for taxes, net

$
945



1,466Cash paid for interest

$



$
    F-6




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Alliance
    Semiconductor and our Significant Accounting Policies          (a)
    Principles
    of Consolidation      (b)
    Use of
    Estimates   F-7




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Reclassifications    Fiscal Year EndedMarch 31, 2007:Fiscal


Current2007


YearDiscontinued Operations:

Presentation


PresentationMemory Products:Loss on operations

$
(921
)


Loss on sale


(1,645
)


Total Memory


(2,566
)


Non-Memory Products:Loss on operations


(3,187
)


Gain on sale


10,776



Total Non-Memory


7,589



Venture Investments:Gain on sale


101,298



Total Discontinued Operations

$
106,321


$
106,321   (d)
    Cash
    and Cash Equivalents    (e)
    Short-Term
    Investments    (f)
    Auction
    Rate Securities   F-8




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (g)
    Property
    and Equipment    (h)
    Revenue
    Recognition    (i)
    Income
    Taxes     F-9




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income Taxes,
  (j)
    Concentration
    of Risks          (k)
    Stock-Based
    Compensation     F-10




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (l)
    Net
    Income/(Loss) Per Share      Twelve Months EndedMarch 31,


March 31,2008


2007Net income/(loss) available to common stockholders

$
46,159


$
105,396Weighted average common shares outstandingBasic


32,931



34,079Diluted


32,932



34,461Net income/(loss) per share: Basic

$
1.40


$
3.09Net income/(loss) per share: Diluted

$
1.40


$
3.06   (m)
    Comprehensive
    Income    (n)
    Recently
    Issued Accounting Standards    Note 2.
    Short
    Term Investments  Short-Term
    Investments
    March 31, 2008


March 31, 2007Market





MarketInvestment

Shares


Value


Shares


ValueTower Semiconductor Debentures(1)





$
38






$
62Tower Semiconductor Ltd. Shares


1,639



1,704



4,782



8,178Short-term Marketable securities(2)






59,425







121,534Total





$
61,167






$
129,774     (1)
    
    Convertible to Tower ordinary shares at $1.10 per share,
    36,385 share equivalents at March 31, 2008 F-11




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    March 31, 2008 amount consists of asset-backed securities
    issued by sub-trusts of two master trusts, Anchorage Finance
    Master Trust and Dutch Harbor Finance Master Trust    Note 3.
    Comprehensive
    Income  Accumulated
    Other Comprehensive Income
    NetUnrealized





UnrealizedGain/(Loss)


Tax Effect


Gain/(Loss)March 31, 2008Tower Semiconductor Ltd. Ordinary Shares


(875
)


353



(522
)Tower Semiconductor Ltd. Debentures


(3
)


1



(2
)$
(878
)

$
354


$
(524
)   NetUnrealized





UnrealizedGain/(Loss)


Tax Effect


Gain/(Loss)March 31, 2007Tower Semiconductor Ltd. Ordinary Shares


1,024



(413
)


611Tower Semiconductor Ltd. Debentures


22



(9
)


13$
1,046


$
(422
)

$
624   Comprehensive
    Income/(Loss)
    Twelve Months EndedMarch 31,


March 31,2008


2007Net income/(loss)

$
46,159


$
105,396Unrealized gain/(loss) on marketable securities


(1,148
)


1,938Comprehensive income/(loss)

$
45,011


$
107,334  F-12




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4.
    Benefit
    for Income Taxes    2008


2007CurrentFederal

$
(33,107
)

$
State


(5,792
)


Foreign


(1,283
)


Total Current

$
(40,182
)

$
DeferredFederal

$
(39,455
)

$
(4,543
)State


(2,556
)


498Valuation allowance


42,011



2,737Total Deferred

$



$
(1,308
)Total Tax (Benefit)

$
(40,182
)

$
(1,308
)     2008


2007Deferred Tax InventoryNOL

$
63,108


$
15,380Accrued expenses & reserves






160Tax Credits


6,286



2,306Alliance Ventures






235Tower


3,739



12,262Gross deferred tax assets

$
73,133


$
30,343Less: Valuation Allowance

$
(73,133
)

$
(30,343
)Net deferred tax assets

$



$
     2008


2007Tax rate reconciliationFederal statutory rate


35
%


35
%Tax at federal statutory rate

$
2,092


$
(764
)Alternative minimum tax


190



State taxes, net of federal benefit


(2,556
)


498Audit settlement


(39,088
)


Reclass from discontinued operations






(433
)Intercompany dividend


1,012



Change in valuation allowance


(162
)


2,736Other, net


(1,670
)


(3,345
)Total

$
(40,182
)

$
(1,308
)  F-13




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 8-Ks
    Note 5.
    Stock
    Option Plans  (a)
    2002
    Stock Option Plan       F-14




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted


Weighted AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicShares


Price


Term


Value(In years)


(In thousands)Outstanding at March 31, 2006


2,455,125


$
6.00Grants





$
0.00Exercises


700


$
2.67Forfeitures or expirations


1,871,525


$
6.54Outstanding at March 31, 2007


582,900


$
4.70



5.90


$
1,401,639Grants





$
0.00Exercises


(444,817
)

$
2.63Forfeitures or expirations


(160,820
)

$
10.41Vested and expected to vest at March 31, 2008


8,809


$
2.02



3.53


$
Exercisable and vested at March 31, 2008


5,092


$
2.39



2.10


$
     Note 6.
    Legal
    Matters  (d)
    SRAM
    Class Actions      Note 7.
    Subsequent
    Events   F-15




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Document Description2
.01(A)

Purchase Agreement dated December 1, 2006 by and between
    Alliance Semiconductor Corporation and QTV Capital Limited3
.01(B)

Registrants Certificate of Incorporation3
.02(B)

Registrants Certificate of Elimination of Series A
    Preferred Stock3
.03(C)

Registrants Certificate of Amendment of Certificate of
    Incorporation3
.04(B)

Registrants Bylaws4
.01(B)

Specimen of Common Stock Certificate of Registrant10
.01(D)

Form of Indemnity Agreement used between the Registrant and
    certain of its officers10
.02(E)

Registrants 2002 Stock Option Plan10
.03(F)

Form of Stock Option Agreement under Registrants 2002
    Stock Option Plan10
.04(G)

Settlement Agreement by and among Alliance Semiconductor
    Corporation and the other signatories listed therein dated as of
    October 17, 200510
.05(G)

Form of Amendment to Indemnity Agreement approved by the Board
    of Directors on October 17, 200510
.06(H)

Employment Agreement with Melvin L. Keating dated
    December 1, 200510
.07(H)

Stock Option Agreement with Melvin L. Keating dated
    December 1, 200510
.08(I)

Employment Agreement with Karl H. Moeller, Jr. dated
    January 13, 200610
.09(I)

Stock Option Agreement with Karl H. Moeller, Jr. dated
    January 13, 200610
.10(J)

Stock Option Agreement with Melvin L. Keating dated
    March 28, 200610
.11(K)

Agreement dated June 8, 2006 by and among Alliance
    Semiconductor (India) Private Limited, Megasri Constructions
    Limited and Vibha Agrotech Limited (each, a company registered
    under the Companies Act, 1956 (India))10
.12(L)

Settlement Agreement by and among Alliance Semiconductor
    Corporation, Prabhakara Balla and Trit Tek Research Ltd. dated
    July 7, 200610
.13(A)

Partnership Interests Purchase Agreement dated as of
    December 1, 2006 by and among Alliance Semiconductor
    Corporation and Alliance Venture Management, LLC.10
.14(A)

Mutual Release, dated as of December 1, 2006, by and among
    Alliance Semiconductor Corporation, ALSC Venture Management,
    LLC, Alliance Ventures I, L.P., Alliance Ventures II, L.P.,
    Alliance Ventures III, L.P., Alliance Ventures IV, L.P.,
    Alliance Ventures V, L.P. and Alliance Venture Management,
    LLC.10
.15(A)

Management Agreement dated as of December 1, 2006 by and
    among ALSC Venture Management, LLC, Alliance Ventures I,
    L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P.,
    Alliance Ventures IV, L.P. and Alliance Ventures V, L.P.10
.16(A)

Employment Agreement dated as of December 1, 2006 by and
    between ALSC Venture Management and V.R. Ranganath14
.01(M)

Code of Ethics21
.01

Subsidiaries of Registrant23
.01

Consent of Mark Bailey & Company Ltd.24
.01

Power of Attorney (see page 29)31
.01

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 of our Chief Executive Officer31
.02

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 of our Chief Financial Officer32
.01

Certification Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002 of our Chief Executive Officer32
.02

Certification Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002 of our Chief Financial Officer  F-16




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##### Table of Contents




    
    Management contract or compensatory plan or arrangement required
    to be filed as an Exhibit to this
    Form 10-K.  (A)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on December 7, 2006.(B)
    
    The document referred to is hereby incorporated by reference
    from Registrants Registration Statement on
    Form SB-2
    (File
    No. 33-69956-LA)
    declared effective by the Commission on November 30, 1993.(C)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on October 23, 1995.(D)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 27, 1997.(E)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on July 15, 2002.(F)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 23, 2005.(G)
    
    The document referred to is hereby incorporated by reference
    from Registrants Quarterly Report on
    Form 10-Q
    filed on November 23, 2005.(H)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed on December 5, 2005.(I)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed on January 20, 2006.(J)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on April 3, 2006.(K)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on June 14, 2006.(L)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 10-Q
    filed with the Commission on November 6, 2006.  (M)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 10, 2004. F-17