SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
     For the fiscal year ended March 28, 1998

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 [NO FEE  REQUIRED]
     For 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                               (I.R.S.  Employer
 incorporation or organization)                              Identification No.)

3099 North First Street, San Jose, California                        95134
  (Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (408) 383-4900

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, par value $0.01
                                (Title of class)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No __

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference  in  Part  III of this Form
10-K/A or any amendment of this Form 10-K/A. [ ]

     The  aggregate   market  value  of   Registrant's   Common  Stock  held  by
non-affiliates  of  Registrant  as of June  18,  1998 was  approximately  $144.9
million  based on the  closing  sale price of such stock on the Nasdaq  National
Market.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



<PAGE>


     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed under  Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by the court. Yes _X_ No ___

     As of June 18, 1998,  there were 41,389,842  shares of Registrant's  Common
Stock outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

     No  documents  are  incorporated  by reference  into this Form  10-K/A.  As
indicated on  Registrant's  Annual Report on Form 10-K for the fiscal year ended
March 28, 1998,  that was filed by Registrant  with the  Securities and Exchange
Commission on June 26, 1998 (the "Form 10-K"),  Registrant's Proxy Statement (as
defined in the Form 10-K) is incorporated by reference into the Form 10-K.



<PAGE>


     The undersigned Registrant hereby amends the Annual Report on Form 10-K for
the fiscal  year ended March 28,  1998,  that was filed by  Registrant  with the
Securities and Exchange Commission on June 26, 1998, as set forth below:

     1. Amend Exhibit 27.01 (Financial Data Schedule).



<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


     ALLIANCE SEMICONDUCTOR CORPORATION


     By: /s/ N. DAMODAR REDDY                                Date: June 29, 1998
         ---------------------------------
         N. Damodar Reddy, Chairman
         of the Board, Chief Executive
         Officer and President



<PAGE>


<TABLE>
Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been signed below on behalf of the  Registrant  and in the capacities and on the
dates indicated.


<CAPTION>
Name                                                     Title                                               Date
----                                                     -----                                               ----
<S>                                                      <C>                                              <C>
Principal Executive Officer:

/s/ N. DAMODAR REDDY                                     Chairman of the Board, Chief                     June 29, 1998
--------------------------------------                   Executive Officer and President
N. Damodar Reddy


Principal Financial Officer and
Principal Accounting Officer:

/s/ N. DAMODAR REDDY                                     Chief Financial Officer                          June 29, 1998
--------------------------------------
N. Damodar Reddy


Directors:

/s/ SANFORD L. KANE                                      Director                                         June 29, 1998
--------------------------------------
Sanford L. Kane


/s/ JON B. MINNIS                                        Director                                         June 29, 1998
--------------------------------------
Jon B. Minnis


/s/ C.N. REDDY                                           Director                                         June 29, 1998
--------------------------------------
C. N. Reddy


/s/ N.DAMODAR REDDY                                      Director                                         June 29, 1998
--------------------------------------
N. Damodar Reddy
</TABLE>