UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

FORM 10-Q

---

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 0-26944

Silicon Storage Technology, Inc.



|California                                                     | 77-0225590                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

1171 Sonora CourtSunnyvale, California     94086

(408) 735-9110

---

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 reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).  YES [X] NO [   ]

Number of shares outstanding of our Common Stock, no par value, as of the latest
practicable date, April 30, 2003:   94,425,973.

1









Silicon Storage Technology, Inc.
              FORM 10-Q: QUARTER ENDED MARCH 31, 2003
                                TABLE OF CONTENTS



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1.   Condensed Consolidated Financial Statements:                                                                |         
|                                                                                                                      |         
|Condensed Consolidated Statements of Operations                                                                       | 3       
|                                                                                                                      |         
|Condensed Consolidated Balance Sheets                                                                                 | 4       
|                                                                                                                      |         
|Condensed Consolidated Statements of Cash Flows                                                                       | 5       
|                                                                                                                      |         
|Notes to Condensed Consolidated Financial Statements                                                                  | 6       
|                                                                                                                      |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 16      
|                                                                                                                      |         
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | 31      
|                                                                                                                      |         
|Item 4.   Controls and Procedures                                                                                     | 32      
|                                                                                                                      |         
|PART II.  OTHER INFORMATION                                                                                           |         
|                                                                                                                      |         
|Item 1.  Legal Proceedings                                                                                            | 32      
|                                                                                                                      |         
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 33      
|                                                                                                                      |         
|Signatures                                                                                                            | 34      
|Certifications                                                                                                        | 34      

2

---

Part I.



Item 1.	Condensed Consolidated Financial Statements

SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (in thousands, except per share data)
Three Months Ended
                                                                      March 31,
                                                              ------------------------
                                                                 2002         2003
                                                              -----------  -----------
                                                              (unaudited)  (unaudited)

Net revenues:
     Product revenues - unrelated parties................... $    30,869  $    18,116
     Product revenues - related parties.....................      35,426       35,805
     Technology licensing...................................       8,287        7,788
                                                              -----------  -----------
          Total net revenues................................      74,582       61,709
Cost of revenues:
     Cost of revenues - unrelated parties...................      23,130       17,928
     Cost of revenues - related parties.....................      27,372       34,573
                                                              -----------  -----------
          Total cost of revenues............................      50,502       52,501
                                                              -----------  -----------
Gross profit................................................      24,080        9,208
                                                              -----------  -----------
Operating expenses:
     Research and development...............................      11,872       10,755
     Sales and marketing....................................       7,504        5,953
     General and administrative.............................       3,317        3,583
                                                              -----------  -----------
          Total operating expenses..........................      22,693       20,291
                                                              -----------  -----------
Income (loss) from operations...............................       1,387      (11,083)
Interest and other income...................................         968          456
Interest expense............................................         (64)         (38)
                                                              -----------  -----------
Income (loss) before provision for income taxes.............       2,291      (10,665)
Provision for income taxes..................................         733           --
                                                              -----------  -----------
Net income (loss)........................................... $     1,558  $   (10,665)
                                                              ===========  ===========

Net income (loss) per share - basic......................... $      0.02  $     (0.11)
                                                              ===========  ===========

Shares used in per share calculation - basic................      92,033       94,186
                                                              ===========  ===========

Net income (loss) per share - diluted....................... $      0.02  $     (0.11)
                                                              ===========  ===========

Shares used in per share calculation - diluted..............      97,000       94,186
                                                              ===========  ===========

The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


3

---

SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (in thousands)
December 31,    March 31,
                                                                       2002          2003
                                                                   ------------  ------------
                                                                   (unaudited)   (unaudited)
                               ASSETS

Current assets:
    Cash and cash equivalents.................................... $    103,751  $    112,859
    Short-term available-for-sale investments....................       41,252        47,544
    Trade accounts receivable-unrelated parties, net of allowance
      for doubtful accounts of $4,420 at December 31, 2002 and
      $4,389 at March 31, 2003...................................       10,723         8,558
    Trade accounts receivable-related parties....................       25,248        22,707
    Inventories..................................................       83,040        68,614
    Deferred tax asset...........................................       17,154        20,268
    Other current assets.........................................       29,671        14,869
                                                                   ------------  ------------
         Total current assets....................................      310,839       295,419
Equipment, furniture and fixtures, net...........................       16,989        15,665
Long-term available-for-sale investments.........................        5,862         7,670
Restricted cash and cash equivalents.............................       11,976        14,563
Restricted available-for-sale investments........................       24,873        22,408
Equity investments...............................................       60,910        59,735
Other assets.....................................................        9,157         8,736
                                                                   ------------  ------------
         Total assets............................................ $    440,606  $    424,196
                                                                   ============  ============
LIABILITIES

Current liabilities:
    Notes payable, current portion............................... $        352  $        362
    Trade accounts payable-unrelated parties.....................       28,408        21,901
    Trade accounts payable-related parties.......................        6,689         6,284
    Accrued expenses and other liabilities.......................       18,783        18,304
    Deferred revenue.............................................        2,650         2,447
                                                                   ------------  ------------
         Total current liabilities...............................       56,882        49,298
Other liabilities................................................        1,873         2,009
                                                                   ------------  ------------
         Total liabilities.......................................       58,755        51,307
                                                                   ------------  ------------
Commitments (Note 6) and Contingencies (Note 7)
SHAREHOLDERS' EQUITY

Common stock, no par value:
    Authorized: 250,000 shares
    Issued and outstanding: 93,295 shares at December 31, 2002
    and 94,272 shares at March 31, 2003..........................      339,598       341,445
Accumulated other comprehensive income...........................          151             7
Retained earnings................................................       42,102        31,437
                                                                   ------------  ------------
         Total shareholders' equity..............................      381,851       372,889
                                                                   ------------  ------------
         Total liabilities and shareholders' equity.............. $    440,606  $    424,196
                                                                   ============  ============

The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


4

---

SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (in thousands)
Three Months Ended
                                                                               March 31,
                                                                        ----------------------
                                                                            2002       2003
                                                                        ----------  ----------
                                                                        (unaudited) (unaudited)
Cash flows from operating activities:
    Net income (loss)................................................. $    1,558  $  (10,665)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
       Depreciation and amortization..................................      2,509       2,113
       Provision for doubtful accounts receivable.....................        (68)        (31)
       Provision for sales returns....................................      3,024        (175)
       Provision for excess and obsolete inventories, write-down of
         inventories and adverse purchase commitments.................        238       2,436
       Deferred income taxes..........................................         --      (3,114)
       Loss on disposal of equipment..................................         --         139
       Gain on sale of equity investments.............................         --         (37)
    Changes in operating assets and liabilities:
       Trade accounts receivable-unrelated parties....................     (6,323)      2,371
       Trade accounts receivable-related parties......................     (8,293)      2,541
       Inventories....................................................     16,665      11,990
       Other current and non-current assets...........................       (915)     15,223
       Trade accounts payable-unrelated parties.......................      1,016      (6,507)
       Trade accounts payable-related parties.........................      1,124        (405)
       Accrued expenses and other liabilities.........................        171        (574)
       Deferred revenue...............................................       (425)       (203)
                                                                        ----------  ----------
           Net cash provided by operating activities..................     10,281      15,102
                                                                        ----------  ----------
Cash flows from investing activities:
    Acquisition of equipment, furniture and fixtures..................     (1,294)       (513)
    Purchases of available-for-sale investments and restricted cash
       and cash equivalents...........................................    (27,383)    (14,250)
    Sales and maturities of available-for-sale and equity investments.     20,485       7,006
                                                                        ----------  ----------
           Net cash used in investing activities......................     (8,192)     (7,757)
                                                                        ----------  ----------
Cash flows from financing activities:
    Debt repayments...................................................        (76)        (84)
    Issuance of shares of common stock................................      1,955       1,847
    Other.............................................................        (95)         --
                                                                        ----------  ----------
           Net cash provided by financing activities..................      1,784       1,763
                                                                        ----------  ----------
Net increase in cash and cash equivalents.............................      3,873       9,108
Cash and cash equivalents at beginning of period......................     93,598     103,751
                                                                        ----------  ----------
Cash and cash equivalents at end of period............................ $   97,471  $  112,859
                                                                        ==========  ==========

The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


5

---

SILICON STORAGE TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2003
(UNAUDITED):1.  Basis of Presentation

In the opinion of management, the accompanying unaudited condensed
interim consolidated financial statements contain all adjustments, all of which
are normal and recurring in nature, necessary to fairly present our financial
position, results of operations and cash flows.  The results of operations for
the interim periods presented are not necessarily indicative of the results that
may be expected for any future interim periods or for the full fiscal year.
These interim financial statements should be read in conjunction with the
consolidated financial statements in our Annual Report on Form 10-K for the year
ended December 31, 2002.

The year-end balance sheet at December 31, 2002 was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles.  Please refer to the audited financial
statements in our Annual Report on Form 10-K for the year ended December 31,
2002.

Reclassifications

Certain amounts in our prior years consolidated financial statements have
been reclassified to conform to the current year presentation.  These
reclassifications have no impact on our previously reported net income
(loss).

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 143, "Accounting for
Asset Retirement Obligations," which addresses accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. We adopted SFAS No. 143 during the quarter ended
March 31, 2003.  The adoption of SFAS No. 143 did not have a significant impact
on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities."  SFAS No. 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with exit
and disposal activities, including restructuring activities that are currently
accounted for under Emerging Issues Task Force, or EITF, No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The scope of
SFAS No. 146 also includes costs related to terminating a contract that is
not a capital lease and termination benefits that employees who are
involuntarily terminated receive under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 was effective for exit or disposal
activities initiated after December 31, 2002.  We adopted SFAS No. 146
during the quarter ended March 31, 2003.  The adoption of SFAS No. 146 did not
have a significant impact on our consolidated financial statements.  The effect
of adoption of SFAS No. 146 will change on a prospective basis the timing of
when restructuring charges are recorded from a commitment date approach to when
the liability is incurred.

In November 2002, the FASB issued FASB Interpretation, or FIN, No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires that a
liability be recorded in the guarantor's balance sheet upon issuance of a
guarantee.  In addition, FIN No. 45 requires disclosures about the guarantees
that an entity has issued, including a reconciliation of changes in the entity's
product warranty liabilities.  The initial recognition and initial measurement
provisions of FIN No. 45 are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002, irrespective of the guarantor's
fiscal year-end.  The disclosure requirements of FIN No. 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002.  We adopted the disclosure provision of FIN No. 45 for the year ended
December 31, 2002 and since December 31, 2002 the recognition and measurement
provisions of FIN No. 45 has not had a material impact on our consolidated
financial statements.

In November 2002, the EITF reached a consensus on Issue No. 00-21,
"Accounting for Revenue Arrangements with Multiple Deliverables." EITF Issue No.
00-21 provides guidance on how to account for arrangements that involve the
delivery or performance of multiple products, services and/or rights to use
assets. The provisions of EITF Issue No. 00-21
6

---

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123."  SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation.  SFAS No. 148 also requires that disclosures of the pro forma
effect of using the fair value method of accounting for stock-based employee
compensation be displayed more prominently and in a tabular format.
Additionally, SFAS No. 148 requires disclosure of the pro forma effect in
interim financial statements. The transition and annual disclosure requirements
of SFAS No. 148 are effective for fiscal years ended after December 15, 2002.
The interim disclosure requirements are effective for interim periods beginning
after December 15, 2002.  We have chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations.  Accordingly, compensation expense for stock
options is measured as the excess, if any, of the estimate of the market value
of our stock at the date of the grant over the amount an employee must pay to
acquire our stock.  We have adopted the interim disclosure provisions for our
financial reports for the quarter ended March 31, 2003. As the adoption of this
standard involves disclosures only, we do not expect a material impact on our
consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51."  FIN No. 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties.  FIN No. 46 is effective
immediately for all new variable interest entities created or acquired after
January 31, 2003.  For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN No. 46 must be applied for the first
interim or annual period beginning after June 15, 2003.  We are currently
reviewing our equity investments and associated relationships to determine if
they are variable interest entities as defined by FIN No. 46.  It is reasonably
possible that we are the primary beneficiary of or hold a significant variable
interest in a variable interest entity.  The nature, purpose and activities of
the potential variable interest entities is outlined in Note 13 of our Notes to
the Consolidated Financial Statements filed in our Annual Report on Form 10-K for the
year ended December 31, 2002.  Our maximum exposure to loss as a result of our
involvement with the potential variable interest entities is our investment in
such entities as we are not obligated to provide any additional financing.

2. Computation of Net Income (Loss) Per Share

We have computed and presented net income (loss) per share under two
methods, basic and diluted.  Basic net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the period.  Diluted net income (loss) per share is computed by
dividing net income (loss) by the sum of the weighted average number of common
shares outstanding and potential common shares (when dilutive).  A
reconciliation of the numerator and the denominator of basic and diluted net
income (loss) per share is as follows (in thousands, except per share
amounts):

7

---

`Three Months Ended
                                                                      March 31,
                                                              ------------------------
                                                                 2002         2003
                                                              -----------  -----------
Numerator - basic
  Net income (loss)......................................... $     1,558  $   (10,665)
                                                              ===========  ===========
Denominator - basic
  Weighted average common stock outstanding.................      92,033       94,186
                                                              ===========  ===========

Basic net income (loss) per share........................... $      0.02  $     (0.11)
                                                              ===========  ===========

Numerator - diluted
  Net income (loss)......................................... $     1,558  $   (10,665)
                                                              ===========  ===========
Denominator - diluted

  Weighted average common stock outstanding.................      92,033       94,186
  Dilutive potential of common stock equivalents:
      Options...............................................       4,967           --
                                                              -----------  -----------
                                                                  97,000       94,186
                                                              ===========  ===========

Diluted net income (loss) per share......................... $      0.02  $     (0.11)
                                                              ===========  ===========`

Anti-dilutive stock options to purchase 3,447,000 shares of common stock with
weighted average exercise price of  $16.72 were excluded from the computation of
diluted net income per share for the three months ended March 31, 2002 because
the exercise price of these options exceeded the average fair market value of
our common stock for the three months ended March 31, 2002.  Stock options to
purchase 10,215,000 shares of common stock were outstanding as of March 31, 2003
with weighted average exercise price of $7.59.  These stock options were not
included in the computation of diluted net loss per share for the three months
ended March 31, 2003 because we had a net loss for this period.

Stock Compensation:

No compensation cost has been recognized for our 1995 Equity Incentive Plan,
our 1995 Non-Employee Directors' Stock Option Plan or our 1995 Employee Purchase
Plan.  Had compensation cost for these plans been determined based on the fair
value at the grant date for the awards, our net income (loss) and net income
(loss) per share for the three months ended March 31, 2002 and 2003 would have
been decreased to the pro forma amounts indicated below (in thousands):

`Three Months Ended
                                                                    March 31,
                                                              --------------------
                                                                2002       2003
                                                              ---------  ---------
Net income (loss), as reported.............................. $   1,558  $ (10,665)
Deduct: total stock-based employee compensation
   expense determined under fair value based method
   for all awards, net of related tax effects...............    (3,062)    (1,821)
                                                              ---------  ---------
Pro forma net loss.......................................... $  (1,504) $ (12,486)
                                                              =========  =========
Pro forma net loss per share - basic and diluted............ $   (0.02) $   (0.13)
                                                              =========  =========`

3. Restricted Cash and Cash Equivalents and Restricted
Available-for-Sale Investments

In July 2002, in connection with our Atmel litigation (see Note 7 of
these Notes to the Condensed Consolidated Financial Statements), we posted a
bond in the amount of $36.5 million pending our appeal.  In connection with the
bond, we have pledged cash, cash equivalents and available-for-sale investments
in the amount of $36.5 million under the custody of one financial institution,
and classified these amounts as restricted cash and cash equivalents and
restricted available-for-sale investments.  As of March 31, 2003, total
restricted cash and cash equivalents and restricted available-for-sale
investments was $37.0 million, which consisted of the bond in the amount of
$36.5 million and cumulative interest earned in the amount of  $471,000.

8

---

4.  Available-for-Sale Investments

We consider cash and all highly liquid investments purchased with an
original or remaining maturity of less than three months at the date of purchase
to be cash equivalents. Substantially all of our cash and cash equivalents are
in the custody of three major financial institutions.

Our investments comprise federal, state, and municipal government obligations
and foreign and public corporate debt securities. Investments with maturities of
less than one year at the balance sheet date are considered short-term and
investments with maturities greater than one year at the balance sheet date are
considered long-term.   All these investments are classified as
available-for-sale and carried at fair value, based on quoted market prices, with the
unrealized gains or losses, net of tax, reported in shareholders' equity as
other comprehensive income. The cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity, both of which
are included in interest income.  Realized
gains and losses are recorded on the specific identification method.
Realized gains and realized losses for the three months ended March 31, 2003
were not material.

King Yuan Electronics Company Limited, or KYE, and Insyde Software
Corporation, or Insyde, are Taiwanese companies that completed initial public
offerings on the Taiwan Stock Exchange during 2001 and 2003, respectively.
Investments in these companies have been included in "Long-term
available-for-sale investments," and we have recorded the investment at fair market value,
with unrealized gains and losses, net of tax, reported in shareholders' equity
as accumulated other comprehensive income.  If a loss is other than temporary,
it is reported as an "Impairment of equity investments."  Dividends and other
distributions of earnings from the investees, if any, are included in other
income when declared.

The fair value of available-for-sale investments, including restricted
available-for-sale investments, as of March 31, 2003 were as follows (in
thousands):

`Amortized   Unrealized       Fair
                                                 Cost      Gain (Loss)      Value
                                              -----------  -----------   -----------
Corporate bonds and notes................... $       290  $        --   $       290
Government bonds and notes..................     154,375           83       154,458
Foreign listed equity securities............       2,264          (72)        2,192
                                              -----------  -----------   -----------
Total bonds, notes and equity securities.... $   156,929  $        11       156,940
                                              ===========  ===========
Less amounts classified as cash equivalents...........................      (79,318)
                                                                         -----------
      Total short and long-term available-for-sale investments........  $    77,622
                                                                         ===========
Contractual maturity dates for investments in bonds and notes:
      Less than 1 year................................................  $    47,544
      Less than 1 year - restricted...................................       21,866
      1 to 5 year.....................................................        5,478
      1 to 5 year - restricted........................................          542
                                                                         -----------
                                                                        $    75,430
                                                                         ===========`

The unrealized gains as of March 31, 2003 are recorded in accumulated
other comprehensive income, net of tax of $4,000.

9

---

The fair value of available-for-sale investments as of December 31, 2002
were as follows (in thousands):

`Amortized   Unrealized       Fair
                                                 Cost         Gain          Value
                                              -----------  -----------   -----------
Corporate bonds and notes................... $       359  $        --   $       359
Government bonds and notes..................     123,763          107       123,870
Foreign listed equity securities............       1,299          138         1,437
                                              -----------  -----------   -----------
Total bonds, notes and equity securities.... $   125,421  $       245       125,666
                                              ===========  ===========
Less amounts classified as cash equivalents...........................      (53,679)
                                                                         -----------
      Total short and long-term available-for-sale investments........  $    71,987
                                                                         ===========
Contractual maturity dates for investments in bonds and notes:
      Less than 1 year................................................  $    41,252
      Less than 1 year - restricted...................................       24,873
      1 to 5 year.....................................................        4,425
                                                                         -----------
                                                                        $    70,550
                                                                         ===========`

The unrealized gains as of December 31, 2002 are recorded in accumulated
other comprehensive income, net of tax of $94,000.

5. Selected Balance Sheet Detail

Details of selected balance sheet accounts are as follows (in
thousands):

Inventories comprise:

`December 31,   March 31,
                                                              2002          2003
                                                           -----------   -----------
Raw materials............................................ $    40,036   $    31,825
Work in process..........................................       8,923         5,152
Finished goods...........................................      28,608        25,668
Inventories held at logistics center.....................       5,473         5,969
                                                           -----------   -----------
                                                          $    83,040   $    68,614
                                                           ===========   ===========`

Inventories are stated at the lower of cost, determined on a first-in,
first-out basis, or market value.  We typically plan our production and inventory
levels based on internal forecasts of customer demand, which are highly
unpredictable and can fluctuate substantially. The value of our inventory is
dependent on our estimate of future average selling prices, and, if our
projected average selling prices are over estimated, we may be required to
adjust our inventory value to reflect the lower of cost or market. Due to the
large number of units in our inventory, even a small change in average selling
prices could result in a significant adjustment and have a significant impact on
our financial position and results of operations.  Our inventories include high
technology parts and components that are specialized in nature or subject to
rapid technological obsolescence. Some of our customers have requested that we
ship them product that has a finished goods date of manufacture that is less
than one year old.  In the event that this becomes a common requirement, it may
be necessary for us to provide for an additional allowance for our on hand
finished goods inventory with a date of manufacture of greater than one year
old, which could result in a significant adjustment and could harm our financial
results.  As of March 31, 2003, our allowance for excess and obsolete
inventories includes an allowance for our on hand finished goods inventory with
a date of manufacture of greater than two years old and for certain products
with a date of manufacture of greater than one year old.  While we have programs
to minimize the required inventories on hand and we consider technological
obsolescence when estimating allowances for potentially excess and obsolete
inventories and those required to reduce recorded amounts to market values, it
is reasonably possible that such estimates could change in the near term.  Such
changes in estimate could have a significant impact on our financial position
and results of operations.

10

---

Accrued expenses and other liabilities comprise:

`December 31,   March 31,
                                                              2002          2003
                                                           -----------   -----------
Accrued compensation and related items................... $     5,070   $     4,067
Accrued income tax payable...............................       6,782         8,050
Accrued liabilities-related parties......................         473           485
Accrued warranty.........................................         492           489
Other accrued liabilities................................       5,966         5,213
                                                           -----------   -----------
                                                          $    18,783   $    18,304
                                                           ===========   ===========`

`Accrued warranty:

Balance at December 31, 2002............................. $       492
Accruals for warranties issued during the period.........         207
Settlements made during the period.......................        (210)
                                                           -----------
Balance at March 31, 2003................................ $       489
                                                           ===========`

Our products are generally subject to warranty and we provide for the
estimated future costs of repair, replacement or customer accommodation upon
shipment of the product in the accompanying statements of operations. Our
warranty accrual is estimated based on historical claims compared to historical
revenues and assumes that we have to replace products subject to a claim. For
new products, we use our historical percentage for the appropriate class of
product.

Our technology license agreements generally include an indemnification clause
that indemnifies the licensee against liability, damages and legal defense costs
arising from any claims of patent, copyright, trademark or trade secret
infringement by our proprietary technology.  The terms of these guarantees
approximate the terms of the technology license agreements, which typically
range from five to ten years.  Our current license agreements expire from 2003
through 2014.  The maximum possible amount of future payments we could be
required to make, if such indemnifications were required on all of these
agreements, is $34.5 million.  We have not recorded any liabilities as of March
31, 2003 related to these indemnities.

During our normal course of business, we have made certain indemnities,
commitments and guarantees under which we may be required to make payments in
relation to certain transactions.  These indemnities include indemnities to
various lessors in connection with facility leases for certain claims arising
from such facility or lease, and indemnities to our directors and officers to
the maximum extent permitted under the laws of California.  In addition, we have
contractual commitments to some customers, which could require us to incur costs
to repair an epidemic defect with respect to our products outside the normal
warranty period if such defect were to occur.  The duration of these
indemnities, commitments and guarantees varies.  The majority of these
indemnities, commitments and guarantees do not provide for any limitation of the
maximum potential future payments that we could be obligated to make.  We have
not recorded any liability for these indemnities, commitments and guarantees in
the accompanying condensed consolidated balance sheets. We do, however, accrue
for losses for any known contingent liability, including those that may arise
from indemnification provisions, when future payment is probable.

6. Commitments

As of March 31, 2003, we had outstanding purchase commitments with our
foundry vendors of $25.9 million for delivery in 2003. We have recorded a
liability of $1.4 million for adverse purchase commitments.

During the third quarter of 2001, we recorded a period charge to other
operating expense of $756,000 relating to an operating lease for an abandoned
building. This charge represented the estimated difference between the total
non-discounted future sublease income and our non-discounted lease commitments
relating to this building. The charge was an estimate and may be adjusted if we
obtain a sublease for the building and the actual sublease income is
significantly different from the estimate. We may be unable to secure subtenants
for such space due to the recent decrease in demand for commercial rental space
in Silicon Valley. If we are not successful in subleasing our unused office
space, we may be required to take an additional period charge for the balance of
the future lease cost.  At December 31, 2002 and March 31, 2003, payments made
have reduced the recorded liability to $473,000 and $425,000, respectively.

11

---

7. Contingencies

On January 3, 1996, Atmel Corporation sued us in the U.S. District Court for
the Northern District of California. Atmel's complaint alleged that we willfully
infringe five U.S. patents owned by or exclusively licensed to Atmel. Atmel
later amended its complaint to allege infringement of a sixth patent.  Regarding
each of these six patents, Atmel sought a judgment that we infringe the patent,
an injunction prohibiting future infringement, and treble damages, as well as
attorney's fees and expenses.

On two of the six patents, the District Court ruled by summary judgment that
we did not infringe.  Two of the other patents were invalidated by another U.S.
District Court in a proceeding to which we were not a party, but this decision
was later reversed by the Federal Circuit Court of Appeals.  As discussed below,
as the result of a ruling in another case, Atmel has withdrawn its allegations
as to another patent ("the '747 patent").  At this point, three patents remain
at issue in Atmel's District Court case against us ("the '811, '829 and '903
patents").  All of these patents have expired, so Atmel cannot obtain an
injunction against the sale of our products.

On February 17, 1997, Atmel filed an action with the International Trade
Commission, or ITC, against two suppliers of our
parts, involving four of the six patents that Atmel alleged that we infringe
in the District Court case above.  We intervened as a party to that
investigation.

On October 16, 2000, the ITC found the '903 patent valid and infringed, and
ruled that we could not import into the United States certain products that use
the claimed circuit made by one of our suppliers. The ITC also ruled that we do
not infringe the '811 and '829 patents. We appealed from the Limited Exclusion
Order, and in August, 2001 the Court of Appeals for the Federal Circuit issued
an opinion giving its reasons for denying that appeal.  The '903 patent and the
ITC's Limited Exclusion Order expired on September 14, 2001.

On January 14, 2002, the court in Atmel Corp. v. Macronix America,
Inc. denied Atmel's motion to correct the '747 patent.  As a result of the
Court's decision, Atmel withdrew its claims against us based on the '747
patent.

A jury trial on the '811 and '829 patents began on April 8, 2002.  The jury
found that we willfully infringed those patents, and awarded Atmel $20.0 million
in actual damages.  On May 7, 2002, the Court entered judgment in the total
amount of $36.5 million, which includes the original $20.0 million.  The '811
and '829 patents expired in February 2002.  Therefore, we are not precluded from
selling any of our products.  We believe that there were significant errors in
both the infringement and the damages verdicts, and filed a Notice of Appeal on
July 16, 2002.  On October 7, 2002, we filed our opening brief in that appeal.
Our final reply brief was filed on January 16, 2003.  Atmel filed its final
brief on January 30, 2003. On May 8, 2003, the Court of Appeals for the Federal
Circuit heard oral arguments on our appeal of the judgment finding that we
infringed the '811 and '829 patents.  We anticipate that the Court will rule in
two to three months.  Atmel has agreed to stay its enforcement of this judgment
pending our appeal.  In July 2002, we posted a bond in the amount of $36.5
million pending the appeal.  In connection with the bond, we have pledged cash,
cash equivalents and available-for-sale investments in the amount of $36.5
million.  As of March 31, 2003, this amount is included in restricted cash, cash
equivalents and available-for-sale investments in our balance sheet  (see Note 3
of these Notes to the Condensed Consolidated Financial Statements).

Trial on the '903 patent was severed and heard before a jury beginning on
July 29, 2002. The Court ruled that we infringed that patent, so the jury was
asked to decide whether the patent is valid and, if so, assess what, if any,
damages are due Atmel.  The jury was unable to unanimously decide whether the
'903 patent is valid, and a mistrial was declared.  The Court denied Atmel's
request to schedule a retrial until the appeals of the verdict regarding the
'811 and '829 patents are decided.

From time to time, we are also involved in other legal actions arising in the
ordinary course of business.  We have incurred certain costs while defending
these matters.  There can be no assurance the Atmel complaint or other third
party assertions will be resolved without costly litigation, in a manner that is
not adverse to our financial position, results of operations or cash flows or
without requiring royalty payments in the future which may adversely impact
gross margins.  No estimate can be made of the possible loss or possible range
of loss associated with the resolution of these contingencies.  As a result, no
losses have been accrued in our financial statements as of March 31, 2003.

12

---

8. Segment Reporting

Our operations involve the design, development, manufacturing, marketing
and technical support of our nonvolatile memory products.  We offer low and
medium density devices that target a broad range of existing and emerging
applications in the digital consumer, networking, wireless communications and
Internet computing markets. Our products are differentiated based upon
attributes such as density, voltage, access speed, package and predicted
endurance.  We also license our technology for use in non-competing
applications.

We manage our business in four reportable segments: the Standard Memory
Product Group, or SMPG, the Application Specific Product Group, or ASPG, the
Special Product Group, or SPG, and Technology Licensing.  We do not allocate
operating expenses, interest and other income, interest expense, impairment of
equity investments or provision for or benefit from income taxes to any of these
segments for internal reporting purposes, as we do not believe that allocating
these expenses are material in evaluating a business unit's performance.

SMPG includes our three standard flash memory product families: the
Small-Sector Flash, or SSF, family, the Multi-Purpose Flash, or MPF, family, and the
Many-Time Programmable, or MTP, family. These product families allow us to
produce products optimized for cost and functionality to support a broad range
of mainstream applications that use nonvolatile memory products.  Effective
January 1, 2003, we transferred certain MTP products from SMPG to SPG.
Accordingly, our first quarter of 2002 segment revenues and
gross profit (loss) information have been reclassified for presentation purposes as if
the transfer occurred as of January 1, 2002.

ASPG includes Concurrent SuperFlash, Serial Flash, Firmware Hub, or FWH, and
Low Pin Count, or LPC, flash products. ASPG also includes flash embedded
controllers such as the ATA controller. Effective January 1, 2003, we
transferred certain flash microcontroller products from ASPG to SPG.
Accordingly, our first quarter of 2002 segment revenues and
gross profit (loss) information have been reclassified for presentation purposes as if
the transfer occurred as of January 1, 2002.

SPG includes ComboMemory, ROM/RAM Combos, MTP, flash microcontroller and
other special flash products. Effective January 1, 2003, we transferred certain
MTP products from SMPG to SPG and certain flash microcontroller products from
ASPG to SPG.  Accordingly, our first quarter of 2002 segment
revenues and gross profit (loss) information have been reclassified for presentation purposes as if
the transfer occurred as of January 1, 2002.

Technology Licensing includes both license fees and royalties.

The following table shows our product revenues and gross profit (loss) for
each segment (in thousands):

`Three Months Ended            Three Months Ended
                                                    March 31, 2002                March 31, 2003
                                              -------------------------     -------------------------
                                                              Gross                         Gross
                                               Revenues       Profit         Revenues    Profit (Loss)
                                              -----------  ------------     -----------  ------------
SMPG........................................ $    42,150  $      8,286     $    36,046  $     (1,711)
ASPG........................................      20,390         5,531          13,775         2,901
SPG.........................................       3,755         1,976           4,100           230
Technology Licensing........................       8,287         8,287           7,788         7,788
                                              -----------  ------------     -----------  ------------
                                             $    74,582  $     24,080     $    61,709  $      9,208
                                              ===========  ============     ===========  ============`

13

---

9. Comprehensive Income (Loss)

The components of comprehensive income (loss), net of tax, are as follows (in
thousands):

`Three Months Ended
                                                                      March 31,
                                                              ------------------------
                                                                 2002         2003
                                                              -----------  -----------
Net income (loss)........................................... $     1,558  $   (10,665)

Other comprehensive income:
   Change in net unrealized gains
      on investments, net of tax............................         821         (144)
                                                              -----------  -----------
Total comprehensive income (loss)........................... $     2,379  $   (10,809)
                                                              ===========  ===========`

The components of accumulated other comprehensive income are as follows (in
thousands):

`December 31,    March 31,
                                                           2002          2003
                                                       ------------  ------------
Net unrealized gains on investments, net of tax...... $        151  $          7
                                                       ============  ============`

10. Related Party Transactions and Balances

The following table is a summary of our related party revenues and
purchases for the three months ended March 31, 2002  and 2003, and our related
party accounts receivable and accounts payable and accruals as of December 31, 2002
and March 31, 2003 (in thousands):

`Three Months Ended             Three Months Ended
                                                    March 31, 2002                  March 31, 2003
                                              -------------------------     -------------------------
                                               Revenues      Purchases       Revenues      Purchases
                                              -----------  ------------     -----------  ------------
Silicon Technology Co., Ltd................. $       473  $         --     $       387  $         --
Ambit Microsystems Corp.....................         129            --              --            --
Apacer Technology, Inc......................         194            50             386           133
Professional Computer Technology Limited....         141            --              --            --
Silicon Professional Technology Ltd.........      34,489            --          35,032            --
King Yuan Electronics Company, Limited......          --         3,608              --         3,896
Powertech Technology, Incorporated..........          --         2,600              --         2,260
                                              -----------  ------------     -----------  ------------
                                             $    35,426  $      6,258     $    35,805  $      6,289
                                              ===========  ============     ===========  ============


                                                  December 31, 2002               March 31, 2003
                                              -------------------------     -------------------------
                                                              Trade                         Trade
                                                 Trade       Accounts          Trade       Accounts
                                               Accounts    Payable and       Accounts    Payable and
                                              Receivable     Accruals       Receivable     Accruals  
                                              -----------  ------------     -----------  ------------
Silicon Technology Co., Ltd................. $       459  $         --     $        99  $         --
Apacer Technology, Inc......................         141           119             210           134
Professional Computer Technology Limited....          --            73              --           107
Silicon Professional Technology Ltd.........      24,648           432          22,397           444
King Yuan Electronics Company, Limited......          --         4,285              --         3,798
Powertech Technology, Incorporated..........          --         2,253              --         2,286
                                              -----------  ------------     -----------  ------------
                                             $    25,248  $      7,162     $    22,706  $      6,769
                                              ===========  ============     ===========  ============`

Professional Computer Technology Limited, or PCT,
continues to earn commissions for direct sales transactions to its customers.
PCT's commissions are paid at the same rate as all of our other stocking
representatives in Asia.  In addition,
14

---

15

---

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The following discussion may be understood more fully by reference to the
consolidated financial statements, notes to the consolidated financial
statements, and management's discussion and analysis of financial condition and
results of operations contained in our Annual Report on Form 10-K for the year
ended December 31, 2002, as filed with the Securities and Exchange
Commission.

The following discussion contains forward-looking statements, which involve
risk and uncertainties.  All forward-looking statements included in this
document are based on information available to us on the date hereof, and we
assume no obligation to update any such forward-looking statements.  Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors which are difficult to forecast and
can materially affect our quarterly or annual operating results. Fluctuations in
revenues and operating results may cause volatility in our stock price.   Please
refer to the section below entitled "Business Risks."

Overview

We are a leading supplier of flash memory semiconductor devices for the
digital consumer, networking, wireless communication and Internet computing
markets.

The semiconductor industry has historically been
cyclical, characterized by periodic changes in business conditions caused by
product supply and demand imbalance.  When the industry experiences downturns,
they often occur in connection with, or in anticipation of, maturing product
cycles and declines in general economic conditions.  These downturns are
characterized by weak product demand, excessive inventoryand accelerated
declines of selling prices.  In some cases, downturns, such as the one we have
experienced since late 2000, have lasted for more than a year. Due to the
continued weak demand environment and economic uncertainty exacerbated by the
outbreak of severe acute respiratory syndrome, or SARS, we believe that the
industry's full recovery may be further pushed out. We expect the slow recovery
from the current industry downturn will impact our selling prices during the
second quarter.  However, we expect that the pricing environment will improve in
the second half of 2003.

Our product sales are made primarily using short-term cancelable purchase
orders. The quantities actually purchased by the customer, as well as shipment
schedules, are frequently revised to reflect changes in the customer's needs and
in our supply of product. Accordingly, our backlog of open purchase orders at
any given time is not a meaningful indicator of future sales. Changes in the
amount of our backlog do not necessarily reflect a corresponding change in the
level of actual or potential sales.

We derived 80.7%, 88.5% and 89.6% of our net product revenues during 2001,
2002 and the three months ended March 31, 2003, respectively, from product
shipments to Asia. Additionally, substantially all of our wafer suppliers and
packaging and testing subcontractors are located in Asia.

Our top ten end customers, which excludes transactions through stocking
representatives and distributors, accounted for 31.5%, 36.8% and 39.9% of our
net product revenues in 2001, 2002 and the three months ended March 31, 2003,
respectively.

No single end customer, which we define as original equipment manufacturers,
or OEMs, original design manufacturers, or ODMs, contract electronic
manufacturers, or CEMs, or end users, represented 10.0% or more of our net
product revenues during 2001, 2002 or the three months ended March 31, 2003.

Since March 2001, we have been increasing our out-sourcing activities with
our customer service logistics to support our customers.  Currently, Silicon
Professional Technology Ltd., or SPT, supports our customers in Taiwan, China
and other Southeast Asia countries.  SPT provides planning, warehousing,
delivery, billing, collection and other logistic functions for us in these
regions.  SPT is a wholly owned subsidiary of one of our stocking
representatives in Taiwan, Professional Computer Technology Limited, or PCT.
Please see a description of our relationship with PCT under "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Related Party Transactions" in our Annual Report on Form 10-K for the year ended
December 31, 2002.  Products shipped to SPT are accounted for as our inventory held
at our logistics center, and revenue is recognized when the products have been
delivered and are considered as a sale to our end customers by SPT. For the year
ended December 31, 2002 and the three months ended March 31, 2003, SPT serviced
end customer sales accounted for 57.4% and 65.0% of our net product revenues
recognized.  As of December 31, 2002 and March 31, 2003, SPT, our logistics
center, represented 68.5% and 71.6% of our accounts receivable,
respectively.

16

---

We ship products to, and have accounts receivable from, OEMs, ODMs, CEMs,
stocking representatives, distributors, and our logistics center.  Our stocking
representatives, distributors and logistics center reship our products to our
end customers, including OEMs, ODMs, CEMs and end users. No stocking
representative or distributor serviced more than 10.0% of our end customer sales
in 2001, 2002 or the three months ended March 31, 2003.

Critical Accounting Estimates

For information related to our revenue recognition and other critical
accounting estimates, please refer to the "Critical Accounting Estimates"
section of "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in our Annual Report on Form 10-K for the year
ended December 31, 2002.

Results of Operations: Quarter Ended March 31, 2003

Net Revenues

Net revenues were $61.7 million for the first quarter of 2003 as compared
to $62.8 million in the fourth quarter of 2002 and $74.6 million for the first
quarter of 2002.  Net revenues decreased compared to the fourth quarter of 2002
due to decreased average selling prices for our products, offset by increased
unit shipments.  Net revenues for the first quarter of 2003 decreased compared
to the first quarter of 2002 also due to decreased average selling prices,
offset by increased unit shipments of our products.  Average selling prices
fluctuate due to a number of factors including the overall supply and demand for
our products in the marketplace, maturing product cycles and general economic
conditions.

Product Revenues.  Product revenues were $53.9 million in the first
quarter of 2003 as compared to $56.8 million in the fourth quarter of 2002 and
$66.3 million for the first quarter of 2002.  Product revenues decreased
compared to the fourth quarter of 2002 due to decreased average selling prices
for our products by 12.0%, offset by increased unit shipments of our products by
6.4%.  Product revenues decreased compared to the first quarter of 2002 due to
decreased average selling prices for our products by 18.9%, offset by increased
unit shipments of our products by 1.3%. Unit shipments fluctuate due to overall
industry supply and demand.

Technology Licensing Revenues.  Revenues from license fees and
royalties were $7.8 million in the first quarter of 2003, as compared to $6.0
million in the fourth quarter of 2002 and $8.3 million in the first quarter of
2002.   We anticipate that revenues from technology licensing may fluctuate
significantly in the future.

Gross Profit

Gross profit was $9.2 million, or 14.9% of net revenues, in the first
quarter of 2003 as compared to gross profit of $6.7 million, or 10.7% of net
revenues, in the fourth quarter of 2002 and $24.1 million, or 32.3% of net
revenues, in the first quarter of 2002.  The increase in gross profit from the
fourth quarter of 2002 to the first quarter of 2003 is primarily due to
increased unit shipments of our products by 6.4% and increased license revenues
by $1.7 million, offset by decreases in average selling prices by 12.0%. The
decrease in gross profit in the first quarter of 2003 when compared to the first
quarter of 2002 is due primarily to decreases in average selling prices.
Product gross margin was 2.6% for the first quarter of 2003, compared to 1.2%
for the fourth quarter of 2002 and 23.8% for the first quarter of 2002.  The
increase in product gross margin from the fourth quarter of 2002 to the first
quarter of 2003 relates to improved costs and lower inventory charges relative
to the fourth quarter of 2002.  The decrease in product gross margin from the
first quarter of 2002 to the first quarter of 2003 relates to decreased average
selling prices of our products by 18.9% and $2.4 million of inventory valuation
adjustments recorded in the first quarter of 2003.  For other factors affecting
our gross profit, please also see "Business Risks - We incurred significant
inventory valuation adjustments in 2001 and 2002 and we may incur additional
significant inventory valuation adjustments in the future."

Operating Expenses

Our operating expenses consist of research and development, sales and
marketing, and general and administrative expenses.  Operating expenses were
$20.3 million, or 32.9% of net revenues, in the first quarter of 2003, compared
to $20.6 million, or 32.7% of net revenues, in the fourth quarter of 2002, and
$22.7 million, or 30.4% of net revenues, in the first quarter of 2002. The
decrease from the fourth quarter of 2002 by 1.3% was primarily due to a decrease
of $545,000 in masks and evaluation parts expenses, offset by an overall
increase of  $332,000 in our headcount and related costs. Operating expenses
decreased by 10.6% from the first quarter of 2002.  The decrease related
primarily to decreases of $1.1
17

---

Research and development.  Research and development expenses
include costs associated with the development of new products, enhancements to
existing products, quality assurance activities and occupancy costs.  These
costs consist primarily of employee salaries and benefits and the cost of
materials such as wafers and masks.  Research and development expenses were
$10.8 million, or 17.4% of net revenues, during the first quarter of 2003, as
compared to $11.3 million, or 18.0% of net revenues, during the fourth quarter
of 2002 and $11.9 million, or 15.9% of net revenues, during the first quarter of
2002.  Research and development expenses decreased by 5.0% from the fourth
quarter of 2002 and by 9.4% from the first quarter of 2002 due primarily to a
decrease of  $545,000 and $1.1 million, respectively, in masks and evaluation
parts expenses in the first quarter of 2003, as compared to the prior quarter
and the same quarter of last year, respectively. We expect that research and
development expenses may increase in dollars.

Sales and marketing.  Sales and marketing expenses consist of
commissions, headcount and related costs, as well as travel, entertainment and
promotional expenses.  Sales and marketing expenses were $6.0 million, or 9.6%
of net revenues, in the first quarter of 2003, as compared to $6.4 million, or
10.2% of net revenues, in the fourth quarter of 2002 and $7.5 million, or 10.1%
of net revenues, during the first quarter of 2002.  The decrease in sales and
marketing expenses by 6.9% from the fourth quarter of 2002 to the first quarter
of 2003 was primarily attributable to decreased headcount and related costs by
$420,000.  The decrease in sales and marketing expenses by 20.7% from the first
quarter of 2002 to the first quarter of 2003 was primarily attributable to
decreased headcount and related costs by $408,000 and decreased commissions
expenses by $661,000. We expect sales and marketing expenses may increase in
dollars.  In addition, fluctuations in revenues will cause fluctuations in sales
and marketing expenses as it impacts our commission expenses.

General and administrative.  General and administrative expenses
consist of salaries and related costs for administrative, executive and finance
personnel, recruiting costs, professional services and legal fees and allowances
for doubtful accounts.  General and administrative expenses were $3.6 million,
or 5.8% of net revenues, in the first quarter of 2003, as compared to $2.8
million, or 4.5% of net revenues, in the fourth quarter of 2002 and $3.3
million, or 4.4% of net revenues, during the first quarter of 2002.  Expenses
increased by 26.1% from the fourth quarter of 2002 primarily due to increased
headcount and related costs by $815,000.  The increase in general and
administrative expenses by 8.0% from the first quarter of 2002 was primarily due
to increased headcount and related costs by $869,000, offset by decreases in
depreciation and amortization expenses by $302,000 and legal expenses related to
the Atmel litigation by $392,000. We anticipate that general and administrative
expenses may increase in dollars as we scale our facilities, infrastructure, and
headcount to support our overall expected growth.  We may also incur additional
expenses in connection with the Atmel litigation.  For further information on
this litigation see "Legal Proceedings."

Interest and other income. Interest and other income was $456,000,
or 0.7% of net revenues, during the first quarter of 2003, as compared to
$652,000, or 1.0% of net revenues, during the fourth quarter of 2002 and
$968,000, or 1.3% of net revenues, during the first quarter of 2002. Interest
income decreased both from the fourth and first quarters of 2002 to the first
quarter of 2003 due to decreasing interest rates on invested cash.

Interest expense.  Interest expense was $38,000 for the first
quarter of 2003 as compared to $43,000 for the fourth quarter of 2002 and
$64,000 for the first quarter of 2002.  Interest expense relates to interest and
fees under our line of credit and to our notes payable.  We terminated our line
of credit in July 2002.

Provision for Income Taxes

We had a tax rate of zero in the first quarter of 2003.  This compares
with a tax benefit of $5.5 million in the fourth quarter of 2002 which was based
on a 42.0% tax rate on loss before taxes and a tax provision of $733,000 in the
first quarter of 2002 which was based on a 32.0% tax rate on income before
taxes.  We plan to implement our international tax structure during the second
half of 2003.  We expect our tax rate to be 0% for the remainder of 2003.  Our
tax rate may change depending on our profitability and the timing of the
implementation of certain tax planning strategies.  As of March 31, 2003, we
have total short-term and long-term deferred tax assets of $25.4 million.  If we
continue to incur net losses in the future and the realization of the deferred
tax assets through future taxable income becomes uncertain, we may be required
to provide a valuation allowance for our deferred tax assets.

18

---

Segment Reporting

We manage our business in four reportable segments: SMPG, ASPG, SPG and
Technology Licensing.  Refer to Note 8 of the Notes to the Condensed
Consolidated Financial Statements for revenue and gross profit information by
reportable segment.

SMPG includes our three standard flash memory product families: the
Small-Sector Flash, or SSF, family, the Multi-Purpose Flash, or MPF, family, and the
Many-Time Programmable, or MTP, family. Effective January 1, 2003, we
transferred certain MTP products from SMPG to SPG.  Accordingly,
our first quarter of 2002 segment revenues and gross profit (loss) information have been reclassified
for presentation purposes as if the transfer occurred as of January 1, 2002.  SMPG revenues
were $36.0 million for the first quarter of 2003, as compared to $37.1 million
in the fourth quarter of 2002 and $42.1 million in the first quarter of 2002.
The decrease in revenues, both from the fourth and first quarters of 2002, was
primarily due to lower average selling prices by 9.7% and 15.7%, respectively,
offset by increased unit shipments by 7.6% and 3.3%, respectively.  Gross margin
increased from negative 10.8% in the fourth quarter of 2002 to negative 4.7% in
the first quarter of 2003 primarily due to changes in product mix.  Gross margin
decreased from 19.7% in the first quarter of 2002 to negative 4.7% in the first
quarter of 2003 primarily due to lower average selling prices.

ASPG includes Concurrent SuperFlash, Serial Flash, Firmware Hub, or FWH, and
Low Pin Count, or LPC, flash products.  ASPG also includes flash embedded
controllers such as the ATA controller. Effective January 1, 2003, we
transferred certain flash microcontroller products from ASPG to SPG.
Accordingly, our first quarter of 2002 segment revenues and
gross profit (loss) information have been reclassified for presentation purposes as if the transfer
occurred as of January 1, 2002.  ASPG revenues were $13.8 million for the first quarter of 2003, as
compared to $15.8 million in the fourth quarter of 2002 and $20.4 million in the
first quarter of 2002.   The decrease in revenues from the fourth quarter of
2002 was primarily due to lower average selling prices by 15.1%.  The decrease
in revenues from the first quarter of 2002 was primarily due to lower average
selling prices by 26.4% and lower unit shipments by 7.4%.  Gross margin
decreased from 29.3% in the fourth quarter of 2002 to 21.1% in the first quarter
of 2003 primarily due to decreased average selling prices.  Gross margin
decreased from 27.1% in the first quarter of 2002 to 21.1% in the first quarter
of 2003 primarily due to lower average selling prices and decreased unit
shipments.

SPG includes ComboMemory, ROM/RAM Combos, MTP, flash microcontroller and
other special flash products.  Effective January 1, 2003, we transferred certain
MTP products from SMPG to SPG.  Accordingly, our first quarter of 2002 segment revenues and gross
profit (loss) information have been reclassified for presentation purposes as if the transfer
occurred as of January 1, 2002.  SPG revenues were $4.1 million for the first
quarter of 2003, as compared to $3.9 million in the fourth quarter of 2002 and
$3.8 million in the first quarter of 2002.  The increase in revenues from the
fourth quarter of 2002 was primarily due to increased unit shipments by 7.0%,
offset by lower average selling prices by 7.8%.  The increase in revenues from
the first quarter of 2002 was primarily due to increased unit shipments by 5.3%
and higher average selling prices by 3.2%. Gross margin increased from 2.1% in
the fourth quarter of 2002 to 5.6% in the first quarter of 2003 primarily due to
changes in product mix.  Gross margin decreased from 52.6% in the first quarter
of 2002 to 5.6% in the first quarter of 2003 primarily due to changes in product
mix.

Revenue and gross profit related to Technology Licensing was $7.8 million for
the first quarter of 2003, $6.0 million for the fourth quarter of 2002 and $8.3
million for the first quarter of 2002.

Related Party Transactions and Balances

The following table is a summary of our related party revenues and
purchases for the quarters ended March 31, 2002 and 2003, and our related party accounts
receivable and accounts payable and accruals as of December 31, 2002 and March 31, 2003 (in thousands).
For a description of our relationship with these parties please see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Related Party Transactions" in our Annual Report on Form 10-K for the year
ended December 31, 2002.

19

---

`Three Months Ended            Three Months Ended
                                                    March 31, 2002                March 31, 2003
                                              -------------------------     -------------------------
                                               Revenues      Purchases       Revenues      Purchases
                                              -----------  ------------     -----------  ------------
Silicon Technology Co., Ltd................. $       473  $         --     $       387  $         --
Ambit Microsystems Corp.....................         129            --              --            --
Apacer Technology, Inc......................         194            50             386           133
Professional Computer Technology Limited....         141            --              --            --
Silicon Professional Technology Ltd.........      34,489            --          35,032            --
King Yuan Electronics Company, Limited......          --         3,608              --         3,896
Powertech Technology, Incorporated..........          --         2,600              --         2,260
                                              -----------  ------------     -----------  ------------
                                             $    35,426  $      6,258     $    35,805  $      6,289
                                              ===========  ============     ===========  ============


                                                  December 31, 2002               March 31, 2003
                                              -------------------------     -------------------------
                                                              Trade                         Trade
                                                 Trade       Accounts          Trade       Accounts
                                               Accounts    Payable and       Accounts    Payable and
                                              Receivable     Accruals       Receivable     Accruals  
                                              -----------  ------------     -----------  ------------
Silicon Technology Co., Ltd................. $       459  $         --     $        99  $         --
Apacer Technology, Inc......................         141           119             210           134
Professional Computer Technology Limited....          --            73              --           107
Silicon Professional Technology Ltd.........      24,648           432          22,397           444
King Yuan Electronics Company, Limited......          --         4,285              --         3,798
Powertech Technology, Incorporated..........          --         2,253              --         2,286
                                              -----------  ------------     -----------  ------------
                                             $    25,248  $      7,162     $    22,706  $      6,769
                                              ===========  ============     ===========  ============`

PCT continues to earn commissions for direct sales transactions to its
customers.  PCT's commissions are paid at the same rate as all of our other
stocking representatives in Asia.  In addition, we continue to pay SPT a fee for
providing logistics center functions.  This fee is based on a percentage of
revenue for each product shipped through SPT to our end customers. The fee paid
to SPT covers the costs of warehousing and insuring inventory, personnel costs
required to maintain logistics and information technology functions and the
costs to perform billing and collection of accounts receivable.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 143, "Accounting for
Asset Retirement Obligations," which addresses accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. We adopted SFAS No. 143 during the quarter ended
March 31, 2003.  The adoption of SFAS No. 143 did not have a significant impact
on our consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities."  SFAS No. 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with exit
and disposal activities, including restructuring activities that are currently
accounted for under Emerging Issues Task Force, or EITF, No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The scope of
SFAS No. 146 also includes costs related to terminating a contract that is
not a capital lease and termination benefits that employees who are
involuntarily terminated receive under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 was effective for exit or disposal
activities initiated after December 31, 2002.  We adopted SFAS No. 146
during the quarter ended March 31, 2003.  The adoption of SFAS No. 146 did not
have a significant impact on our consolidated financial statements.  The effect
of adoption of SFAS No. 146 will change on a prospective basis the timing of
when restructuring charges are recorded from a commitment date approach to when
the liability is incurred.

In November 2002, the FASB issued FASB Interpretation, or FIN, No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires that a liability
20

---

In November 2002, the EITF reached a consensus on Issue No. 00-21,
"Accounting for Revenue Arrangements with Multiple Deliverables." EITF Issue No.
00-21 provides guidance on how to account for arrangements that involve the
delivery or performance of multiple products, services and/or rights to use
assets. The provisions of EITF Issue No. 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. We
are currently assessing the impact of EITF Issue No. 00-21 on our consolidated
financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123."  SFAS No. 148 provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation.  SFAS No. 148 also requires that disclosures of the pro forma
effect of using the fair value method of accounting for stock-based employee
compensation be displayed more prominently and in a tabular format.
Additionally, SFAS No. 148 requires disclosure of the pro forma effect in
interim financial statements. The transition and annual disclosure requirements
of SFAS No. 148 are effective for fiscal years ended after December 15, 2002.
The interim disclosure requirements are effective for interim periods beginning
after December 15, 2002.  We have chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations.  Accordingly, compensation expense for stock
options is measured as the excess, if any, of the estimate of the market value
of our stock at the date of the grant over the amount an employee must pay to
acquire our stock.  We have adopted the interim disclosure provisions for our
financial reports for the quarter ended March 31, 2003.  As the adoption of this
standard involves disclosures only, we do not expect a material impact on our
consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51."  FIN No. 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties.  FIN No. 46 is effective
immediately for all new variable interest entities created or acquired after
January 31, 2003.  For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN No. 46 must be applied for the first
interim or annual period beginning after June 15, 2003.  We are currently
reviewing our equity investments and associated relationships to determine if
they are variable interest entities as defined by FIN No. 46.  It is reasonably
possible that we are the primary beneficiary of or hold a significant variable
interest in a variable interest entity.  The nature, purpose and activities of
the potential variable interest entities is outlined in Note 13 of the Notes to
the Consolidated Financial Statements  in our Annual Report on Form 10-K for the
year ended December 31, 2002.  Our maximum exposure to loss as a result of our
involvement with the potential variable interest entities is our investment in
such entities as we are not obligated to provide any additional financing.

Liquidity and Capital Resources

Operating activities.  Our operating activities generated cash
of $15.1 million for the three months ended March 31, 2003 as compared to $10.3
million for the three months ended March 31, 2002.  For the three months ended
March 31, 2003, our primary sources of operating cash flow were the collection
of an income tax refund of $14.4 million, collection of accounts receivable from
related and unrelated parties and the timing of inventory purchases and payments
to our vendors and service providers.  We measure the effectiveness of our
collections efforts by an analysis of average days sales outstanding.  Days
sales outstanding were 46 days in the first quarter of 2003 as compared to 64
days in the first quarter of 2002. Collections of accounts receivable and
related days sales outstanding will fluctuate in future periods due to the
timing and amount of our future revenues, customer payment terms and the
effectiveness of our collection efforts.

Investing activities.  Our investing activities used cash of $7.8
million for the first quarter of 2003as compared to $8.2
million for the first quarter of 2002.  Investing activities in the first
21


quarter of 2003 were primarily related to net purchases of available-for-sale
and equity investments of $7.2 million and capital expenditures of
$513,000.  Investing activities in the first quarter of 2002 were primarily
related to net purchases of available-for-sale investments of $6.9 million and
capital expenditures of  $1.3 million.

Financing activities.  Our financing activities provided cash of
$1.8 million both during the first quarters of 2002 and 2003.  Cash generated
from financing activities primarily related to issuance of common stock under
the employee stock purchase plan and the exercise of employee stock options
totaling $2.0 million and $1.8 million in the first quarters of 2002 and 2003,
respectively.

Principal sources of liquidity at March 31, 2003 consisted of $168.1
million of cash, cash equivalents, and short-term and long-term
available-for-sale investments.   In July 2002, we posted a bond in the amount of $36.5
million for the Atmel litigation.  In connection with the bond, we have pledged
cash, cash equivalents and available-for-sale investments in the amount of $36.5
million.  As of March 31, 2003, this amount is included in restricted cash, cash
equivalents and available-for-sale investments in our balance sheet.

Purchase Commitments. As of March 31, 2003, we had outstanding
purchase commitments with our foundry vendors of  $25.9 million for delivery in
2003.  We have recorded a liability of $1.4 million for adverse purchase
commitments.

Lease Commitments. We have long-term,
non-cancelable building lease commitments.  We are currently seeking subtenants for
our unused office space.  During the third quarter of 2001, we recorded a period
charge to other operating expense of  $756,000 relating to an operating lease
for an abandoned building. This charge represents the estimated difference
between the total non-discounted future sublease income and our non-discounted
lease commitments relating to this building. The charge was an estimate and may
be adjusted if we obtain a sublease for the building and the actual sublease
income is significantly different from the estimate.  We may be unable to secure
subtenants for this space due to the recent decrease in demand for commercial
rental space in Silicon Valley.  If we are not successful in subleasing our
unused office space, we may be required to take an additional period charge for
the balance of the future lease cost.  At December 31, 2002 and March 31, 2003,
payments made have reduced the recorded liability to $473,000 and $425,000,
respectively.   See also "Business Risks - If we are not successful in
subleasing our unused office space, we may be required to take a period charge
for the difference between the total future sublease income and our lease
cost."

Future payments due under building lease, purchase commitments and other
contractual obligations as of March 31, 2003 (in thousands):

`Less than                        More than
Contractual obligations          Total     1 year    1-3 years  3-5 years   5 years
-----------------------------  ---------  ---------  ---------  ---------  ---------
Notes payable................ $   1,139  $     362  $     777  $      --  $      --
Operating leases.............    23,823      5,150      8,175      5,045      5,453
Purchase commitments.........    25,853     25,853         --         --         --
Other long-term liability....     1,232         --        629        218        385
                               ---------  ---------  ---------  ---------  ---------
Total........................ $  52,047  $  31,365  $   9,581  $   5,263  $   5,838
                               =========  =========  =========  =========  =========`

Stock Purchase Plan.  In September 2001, our board of directors
authorized the purchase of an aggregate of up to $15.0 million of our common
stock. The purchases may be made in the open market at prevailing market prices
or in negotiated transactions off the market, subject to compliance with
applicable provisions of the California Corporations Code and in accordance with
applicable federal and state securities laws and regulations.  The stock
purchase program was extended until October 31, 2003 and will stay in effect
unless earlier revoked by our board of directors.  As of March 31, 2003, no
shares had been purchased under this program.

Operating Capital Requirements.  We believe that
our cash balances, together with the funds we expect to generate from
operations, will be sufficient to meet our projected working capital and other
cash requirements through at least the next twelve months.  However, there can
be no assurance that future events will not require us to seek additional
borrowings or capital and, if so required, that such borrowing or capital will
be available on acceptable terms. Factors that could affect our short-term and
long-term cash used or generated from operations and as a result, our need to
seek additional borrowings or capital include:



- the average selling prices of our products;
- customer demand for our products;
- the need to secure future wafer production capacity from our suppliers;
- the timing of significant orders and of license and royalty revenue;
and
- unanticipated research and development expenses associated with new product
introductions.

Please also see "Business Risks - Our operating results fluctuate
significantly, and an unanticipated decline in revenues may disappoint
securities analyst or investors and result in a decline in our stock price."

In addition, on May 7, 2002, the court entered judgment against us in Atmel's
lawsuit against us in the total amount of $36.5 million.  In the event our
appeal of this lawsuit is unsuccessful, we may have to pay this amount to Atmel.
For more information, please also see "Business Risks - If we are accused
of infringing the intellectual property rights of other parties we may become
subject to time-consuming and costly litigation.  If we lose, we could suffer a
significant impact on our business and be forced to pay damages."

From time to time, we are also involved in other legal actions arising in the
ordinary course of business.  We have accrued certain costs associated with
defending these matters.  There can be no assurance the Atmel complaint or other
third party assertions will be resolved without costly litigation, in a manner
that is not adverse to our financial position, results of operations or cash
flows or without requiring royalty payments in the future which may adversely
impact gross margins. No estimate can be made of the possible loss or possible
range of loss associated with the resolution of these contingencies.  As a
result, no losses have been accrued in our financial statements as of March 31,
2003.

23

---

Business Risks



Risks Related to Our Business

Our operating results fluctuate significantly, and an unanticipated decline
in revenues may disappoint securities analysts or investors and result in a
decline in our stock price.

Although we were profitable in 2000, we incurred net losses for 2001,
2002 and first quarter of 2003, and in fiscal 1998 and 1999.  Our operating
results have fluctuated significantly and our past financial performance should
not be used to predict future operating results. Our recent quarterly and annual
operating results have fluctuated, and may continue to fluctuate, due to the
following factors, all of which are difficult to forecast and many of which are
out of our control:

- the availability, timely delivery and cost of wafers
or other manufacturing and assembly services from our suppliers;
- competitive pricing pressures and related changes in
selling prices;
- fluctuations in manufacturing yields and significant
yield losses;
- new product announcements and introductions of competing
products by us or our competitors;
- product obsolescence;
- lower of cost or market,  obsolescence or other inventory
adjustments;
- changes in demand for, or in the mix of, our
products;
- the gain or loss of significant customers;
- market acceptance of products utilizing our
SuperFlashâ
 technology;
- changes in the channels through which our products are
distributed and the timeliness of receipt of distributor resale
information;
- exchange rate fluctuations;
- general economic, political and environmental-related
conditions, such as natural disasters;
- increases in allowance for doubtful accounts;
- valuation allowances on deferred tax assets based on
changes in estimated future taxable income;
- difficulties in forecasting, planning and management of
inventory levels;
- unanticipated research and development expenses
associated with new product introductions; and
- the timing of significant orders and of license and
royalty revenue.

As recent experience confirms, a downturn in the market for products such as
personal computers and cellular telephones that incorporate our products can
also harm our operating results.

Our operating expenses are relatively fixed, and we order materials in
advance of anticipated customer
demand.  Therefore, we have limited ability to reduce expenses quickly in
response to any revenue shortfalls.

Our operating expenses are relatively fixed, and we therefore have
limited ability to reduce expenses quickly in response to any revenue
shortfalls.  Consequently, our operating results will be harmed if our revenues
do not meet our projections.  We may experience revenue shortfalls for the
following reasons:



- sudden drops in consumer demand which may cause
customers to cancel backlog, push out shipment schedules, or reduce new orders,
possibly due to a slowing economy or inventory corrections among our
customers;
- significant declines in selling prices that occur because of competitive
price pressure during an over-supply market environment;
- sudden shortages of raw materials for fabrication, test or assembly capacity
constraints that lead our suppliers to allocate available supplies or capacity
to other customers which, in turn, harm our ability to meet our sales
obligations; and
- the reduction, rescheduling or cancellation of customer orders.

In addition, political or economic events beyond our control can suddenly
result in increased operating costs.  For example, the terrorist attacks of
September 11, 2001 have resulted in a substantial increase to our business
insurance costs.  In addition, there is considerable public debate as to whether
to require companies to record compensation expense on stock option grants.
Such requirements, if enacted, would substantially increase our operating costs
and impact our earnings (loss) per share.

24

---

We incurred significant inventory valuation adjustments in
2001 and 2002 and we may incur additional significant inventory valuation
adjustments in the future.

We typically plan our production and inventory levels based on internal
forecasts of customer demand, which are highly unpredictable and can fluctuate
substantially. The value of our inventory is dependent on our estimate of future
average selling prices, and, if our projected average selling prices are over
estimated, we may be required to adjust our inventory value to reflect the lower
of cost or market. As of March 31, 2003, we had $68.6 million of inventory on
hand, a decrease of  $14.4 million, or 17.4%, from December 31, 2002. Total
valuation adjustments to inventory were $72.2 million in 2001, $9.2 million in
2002 and $2.4 million in the first quarter of 2003.  Due to the large number of
units in our inventory, even a small change in average selling prices could
result in a significant adjustment and could harm our financial results. Some of
our customers have requested that we ship them product that has a finished goods
date of manufacture that is less than one year old.  As of March 31, 2003, our
allowance for excess and obsolete inventories includes an allowance for our on
hand finished goods inventory with a date of manufacture of greater than two
years old and for certain products with a date of manufacture of greater than
one year old.  In the event that this becomes a common requirement, it may be
necessary for us to provide for an additional allowance for our on hand finished
goods inventory with a date of manufacture of greater than one year old, which
could result in a significant adjustment and could harm our financial
results.

Cancellations or rescheduling of backlog may result in
lower future revenue and harm our business.

Due to possible customer changes in delivery schedules and cancellations of
orders, our backlog at any particular date is not necessarily indicative of
actual sales for any succeeding period.  A reduction of backlog during any
particular period, or the failure of our backlog to result in future revenue,
could harm our business.  We began to experience a sharp downturn in several of
our markets late in the fourth quarter of 2000, as our customers reacted to
weakening demand for their products.  Although we had improvements in total
units shipped since the second quarter of 2002, our revenues declined in first
quarter of 2003 when compared to first quarter of 2002 due to decreased average
selling prices.  Our business could be harmed by industry-wide fluctuations in
the future.

Our business may suffer due to risks associated with
international sales and operations.

During 2001, 2002 and first quarter of 2003, our export product and licensing
revenues accounted for  90.3%, 92.0% and 93.0% of our net revenues,
respectively.  Our international business activities are subject to a number of
risks, each of which could impose unexpected costs on us that would harm our
operating results.  These risks include:

- difficulties in complying with regulatory requirements and standards;
- tariffs and other trade barriers;
- costs and risks of localizing products for foreign countries;
- reliance on third parties to distribute our products;
- extended accounts receivable payment cycles;
- potentially adverse tax consequences;
- limits on repatriation of earnings; and
- burdens of complying with a wide variety of foreign laws.

In addition, we have made equity investments in companies with operations in
China, Japan and Taiwan.  The value of our investments is subject to the
economic and political conditions particular to their industry, their countries
and to the global economy.  If we determine that a change in the recorded value
of an investment is other than temporary, we will adjust the value of the
investment.  Such an expense could have a negative impact on our operating
results.  During 2002 we determined that a decline in the value of our
investment in Apacer was other than temporary and we wrote down the value of our
investment by $7.8 million.

We derived 80.7%, 88.5% and 89.6% of our net product revenues from Asia
during 2001, 2002 and first quarter of 2003, respectively.  Additionally,
substantially all of our wafer suppliers and packaging and testing
subcontractors are located in Asia.  Any kind of economic, political or
environmental instability in this region of the world can have a severe negative
impact on our operating results due to the large concentration of our production
and sales activities in this region.  For example, during 1997 and 1998, several
Asian countries where we do business, such as Japan, Taiwan and Korea,
experienced severe currency fluctuation and economic deflation, which negatively
impacted our revenues and also negatively impacted our ability to collect
payments from customers.  During this period, the lack of capital in the
financial sectors of these countries made it difficult for our customers to open
letters of credit or other financial instruments that are guaranteed by foreign
banks.  Finally, the economic situation during this period exacerbated a decline
in selling prices for our products as our competitors
25

---

It should also be noted that we are greatly impacted by the political,
economic and military conditions in Taiwan.  Taiwan and China are continuously
engaged in political disputes and both countries have continued to conduct
military exercises in or near the other's territorial waters and airspace.  Such
disputes may continue and even escalate, resulting in an economic embargo, a
disruption in shipping or even military hostilities.  Any of these events could
delay production or shipment of our products.  Any kind of activity of this
nature or even rumors of such activity could harm our operations, revenues,
operating results, and stock price.

Terrorist attacks and threats, and government responses thereto, could
harm our business.

Terrorist attacks in the United States or abroad against American
interests or citizens, U.S. retaliation for these attacks, threats of additional
terrorist activity and the war in Iraq has caused our customer base to become
more cautious.  Any escalation in these events or similar future events may
disrupt our operations or those of our customers, distributors and suppliers,
and may affect the availability of materials needed to manufacture our products
or the means to transport those materials to manufacturing facilities and
finished products to customers.  In addition, these events have had and may
continue to have an adverse impact on the U.S. and world economy in general and
consumer spending in particular, which could harm our business.

We do not typically enter into long-term contracts with our customers, and
the loss of a major customer could harm our business.

We do not typically enter into long-term contracts with our customers.  In
addition, we cannot be certain as to future order levels from our customers.  In
the past, when we have entered into a long-term contract, the contract has
generally been terminable at the convenience of the customer.

We depend on stocking representatives and distributors to generate a majority
of our revenues.

We rely on stocking representatives and distributors to establish and
maintain customer relationships and to sell our products.   These stocking
representatives and distributors could discontinue their relationship with us or
discontinue selling our products at any time.  The majority of our stocking
representatives are located in Asia. The loss of our relationship with any
stocking representative or distributor could harm our operating results by
impairing our ability to sell our products to our end customers.

We depend on SPT, our logistics center, to support many of our customers
in Asia.

Since March 2001, we have been increasing our out-sourcing activities with
our customer service logistics to support our customers.  Currently SPT supports
our customers in Taiwan, China and other Southeast Asia countries. SPT provides
planning, warehousing, delivery, billing, collection and other logistic
functions for us in these regions. SPT is a wholly-owned subsidiary of one of
our stocking representatives in Taiwan, PCT.  During 2001, 2002 and first
quarter of 2003, SPT serviced end customer shipments accounted for 29.7%, 57.4%
and 65.0% of our net product revenues recognized, respectively.  For further
description of our relationships with PCT and SPT, please refer to "
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Related Party Transactions" in our Annual Report on Form 10-K for
the year ended December 31, 2002.

We do not have any long-term contracts with SPT or PCT, and SPT or PCT may
cease providing services to us at any time.  If SPT or PCT were to terminate
their relationship with us, we would experience a delay in reestablishing
warehousing, logistics and distribution functions, which could impair our
ability to collect accounts receivable from SPT and may harm our business.

We depend on a limited number of foreign foundries to manufacture our
products, and these foundries may not be able to satisfy our manufacturing
requirements, which could cause our revenues to decline.

We outsource substantially all of our manufacturing and testing
activities.  We currently buy all of our wafers and sorted die from a limited
number of suppliers.  Substantially all of our products are manufactured by five
foundries, Taiwan Semiconductor Manufacturing Co., Ltd., or TSMC, in Taiwan,
Sanyo, Seiko-Epson and Yasu Semiconductor in Japan, and Samsung in Korea.  We
anticipate that these foundries, together with Vanguard in Taiwan will
manufacture the majority of our products in 2003.  In March 2001, we invested
$50.0 million in Grace Semiconductor Manufacturing Corporation, or GSMC, a
Cayman Islands company, for a wafer foundry project located in Shanghai, China.
We anticipate that GSMC will begin to manufacture some of our products in the
second half of 2003. If these suppliers fail to satisfy our requirements on
26

---

Our revenues may be impacted by our ability to obtain adequate wafer supplies
from our foundries. The foundries with which we currently have arrangements,
together with any additional foundry at which capacity might be obtained, may
not be willing or able to satisfy all of our manufacturing requirements on a
timely basis at favorable prices.  In addition, we have encountered delays in
qualifying new products and in ramping-up new product production and we could
experience these delays in the future.  We are also subject to the risks of
service disruptions, raw material shortages and priceincreases by our
foundries.  Such disruptions, shortages and price increases could harm our
operating results.

Manufacturing capacity has in the past been difficult to secure and if
capacity constraints arise in the future our revenues may decline.

In order to grow, we need to increase our present manufacturing capacity.  We
currently believe that the existing capacity available to us will be sufficient
through 2003.  However, events that we have not foreseen could arise which would
limit our capacity.  Similar to our $50.0 million investment in GSMC, we may
determine that it is necessary to invest substantial capital in order to secure
appropriate production capacity commitments.  If we cannot secure additional
manufacturing capacity on acceptable terms, our ability to grow will be impaired
and our operating results will be harmed.

If we are not successful in subleasing our unused office space, we may be
required to take a period charge for the difference between the total future
sublease income and our lease cost.

We have long-term, non-cancelable building lease commitments.  We are
currently in the process of locating subtenants for our unused office space.  We
may be unable to secure subtenants for this space due to the recent decrease in
demand for commercial rental space in Silicon Valley.  During the third quarter
of 2001, we recorded a period charge to other operating expense of  $756,000
relating to an operating lease for an abandoned building.  This charge
represents the estimated difference between the total non-discounted future
sublease income and our non-discounted lease commitments relating to this
building. The charge was an estimate and may be adjusted if we obtain a sublease
for the building and the actual sublease income is significantly different from
the estimate.  If we are unable to secure subtenants, we may be required to take
additional period charges for the balance of the future lease cost, and this
will harm our operating results.

Our cost of revenues may increase if we are required to purchase
manufacturing capacity in the future.

To obtain additional manufacturing capacity, we may be required to make
deposits, equipment purchases, loans, joint ventures, equity investments or
technology licenses in or with wafer fabrication companies.  These transactions
could involve a commitment of substantial amounts of our capital and technology
licenses in return for production capacity.  We may be required to seek
additional debt or equity financing if we need substantial capital in order to
secure this capacity and we cannot assure you that we will be able to obtain
such financing.

If our foundries fail to achieve acceptable wafer manufacturing yields, we
will experience higher costs of revenues and reduced product availability.

The fabrication of our products requires wafers to be produced in a highly
controlled and ultra-clean environment.  Semiconductor companies that supply our
wafers from time to time have experienced problems achieving acceptable wafer
manufacturing yields.  Semiconductor manufacturing yields are a function of both
our design technology and the foundry's manufacturing process technology.  Low
yields may result from marginal design or manufacturing process drift.  Yield
problems may not be identified until the wafers are well into the production
process, which often makes them difficult, time consuming and costly to correct.
Furthermore we rely on independent foundries for our wafers which increases the
effort and time required to identify, communicate and resolve manufacturing
yield problems.  If our foundries fail to achieve acceptable manufacturing
yields, we will experience higher costs of revenues and reduced product
availability, which could harm our operating results.

If our foundries discontinue the manufacturing processes needed to meet
our demands, or failto upgrade the technologies needed to manufacture
our products, we may face production delays and lower revenues.

Our wafer and product requirements typically represent a small portion of the
total production of the foundries that manufacture our products.  As a result,
we are subject to the risk that a foundry will cease production on an older or
lower-volume manufacturing process that it uses to produce our parts.
Additionally, we cannot be certain our foundries will continue
27

---

Our dependence on third-party subcontractors to assemble and test our
products subjects us to a number of risks, including an inadequate supply of
products and higher costs of materials.

We depend on independent subcontractors to assemble and test our
products.  Our reliance on these subcontractors involves the following
significant risks:

- reduced control over delivery schedules and quality;
- the potential lack of adequate capacity during periods of strong
demand;
- difficulties selecting and integrating new subcontractors;
- limited warranties on products supplied to us;
- potential increases in prices due to capacity shortages and other factors;
and
- potential misappropriation of our intellectual property.

These risks may lead to increased costs, delayed product delivery or loss of
competitive advantage, which would harm our profitability and customer
relationships.

Because our flash memory products typically have lengthy sales cycles, we
may experience substantial delays between incurring expenses related to research
and development and the generation of revenues.

Due to the flash memory product cycle we usually require more than nine
months to realize volume shipments after we first contact a customer.  We first
work with customers to achieve a design win, which may take three months
or longer.  Our customers then complete the design, testing and evaluation
process and begin to ramp up production, a period which typically lasts an
additional six months or longer.  As a result, a significant period of time may
elapse between our research and development efforts and our realization of
revenue, if any, from volume purchasing of our products by our customers.

We face intense competition from companies with significantly greater
financial, technical and marketing resources that could harm sales of our
products.

We compete with major domestic and international semiconductor companies,
many of which have substantially greater financial, technical, marketing,
distribution, and other resources than we do.  Many of our competitors have
their own facilities for the production of semiconductor memory components and
have recently added significant capacity for such production.  Our memory
products, which presently account for substantially all of our revenues, compete
principally against products offered by AMD, Atmel, Intel, Macronix, Sanyo,
STMicroelectronics and Winbond.  If we are successful in developing our
high-density products, these products will compete principally with products offered
by AMD, Atmel, Fujitsu, Hitachi, Intel, Mitsubishi, Samsung, SanDisk, Sharp
Electronics, STMicroelectronics and Toshiba, as well as any new entrants to the
market.

In addition, we may in the future experience direct competition from our
foundry partners.  We have licensed to our foundry partners the right to
fabricate products based on our technology and circuit design, and to sell such
products worldwide, subject to our receipt of royalty payments.

Competition may also come from alternative technologies such as ferroelectric
random access memory devices, or FRAM, or other developing technologies.

Our markets are subject to rapid technological change and, therefore, our
success depends on our ability to develop and introduce new products.



The markets for our products are characterized by:

- rapidly changing technologies;
- evolving and competing industry standards;
- changing customer needs;
- frequent new product introductions and
enhancements;
- increased integration with other functions; and
- rapid product obsolescence.

28

---

To develop new products for our target markets, we must develop, gain access
to and use leading technologies in a cost-effective and timely manner and
continue to expand our technical and design expertise.  In addition, we must
have our products designed into our customers' future products and maintain
close working relationships with key customers in order to develop new products
that meet their changing needs.

In addition, products for communications applications are based on
continually evolving industry standards.  Our ability to compete will depend on
our ability to identify and ensure compliance with these industry standards.  As
a result, we could be required to invest significant time and effort and incur
significant expense to redesign our products and ensure compliance with relevant
standards.  We believe that products for these applications will encounter
intense competition and be highly price sensitive.  While we are currently
developing and introducing new products for these applications, we cannot assure
you that these products will reach the market on time, will satisfactorily
address customer needs, will be sold in high volume, or will be sold at
profitable margins.

We cannot assure you that we will be able to identify new product
opportunities successfully, develop and bring to market new products, achieve
design wins or respond effectively to new technological changes or product
announcements by our competitors.  In addition, we may not be successful in
developing or using new technologies or in developing new products or product
enhancements that achieve market acceptance.  Our pursuit of necessary
technological advances may require substantial time and expense.  Failure in any
of these areas could harm our operating results.

Our future success depends in part on the continued service of our key
design engineering, sales, marketing and executive personnel and our ability to
identify, recruit and retain additional personnel.

We are highly dependent on Bing Yeh, our President and Chief Executive
Officer, as well as the other principal members of our management team and
engineering staff.  There is intense competition for qualified personnel in the
semiconductor industry, in particular the highly skilled design, applications
and test engineers involved in the development of flash memory technology.
Competition is especially intense in Silicon Valley, where our corporate
headquarters are located.  We may not be able to continue to attract and retain
engineers or other qualified personnel necessary for the development of our
business or to replace engineers or other qualified personnel who may leave our
employ in the future.  Our anticipated growth is expected to place increased
demands on our resources and will likely require the addition of new management
and engineering personnel and the development of additional expertise by our
existing management personnel.  The failure to recruit and retain key design
engineers or other technical and management personnel could harm our
business.

Our ability to compete successfully depends, in part, on our ability to
protect our intellectual property rights.

We rely on a combination of patent, trade secrets, copyrights, mask work
rights, nondisclosure agreements and other contractual provisions and technical
measures to protect our intellectual property rights.  Policing unauthorized use
of our products, however, is difficult, especially in foreign countries.
Litigation may continue to be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity.  Litigation could result in substantial
costs and diversion of resources and could harm our business, operating results
and financial condition regardless of the outcome of the litigation.   We own 60
patents in the United States relating to our products and processes, with
expiration dates ranging from 2008 to 2021, and have filed for several more.  In
addition, we hold several patents in Europe and Canada, and have filed several
foreign patent applications in Europe, Japan, Korea, Taiwan and Canada.  We
cannot assure you that any pending patent application will be granted.  Our
operating results could be harmed by the failure to protect our intellectual
property.

If we are accused of infringing the intellectual property rights of other
parties we may become subject to time-consuming and costly litigation.  If we
lose, we could suffer a significant impact on our business and be forced to pay
damages.

Third parties may assert that our products infringe their proprietary
rights, or may assert claims for indemnification resulting from infringement
claims against us.  Any such claims may cause us to delay or cancel shipment of
our products or pay damages that could harm our business, financial condition
and results of operations.  In addition, irrespective of the validity or the
successful assertion of such claims, we could incur significant costs in
defending against such claims.

In the past we were sued both by Atmel Corporation and Intel Corporation
regarding patent infringement issues and sued Winbond Electronics Corporation
regarding our contractual relationship with them.  Significant management time
and financial resources have been devoted to defending these lawsuits.  We
settled with Intel in May 1999, with Winbond in October 2000, and the Atmel
litigation is ongoing.

29

---

In addition to the Atmel, Intel and Winbond actions, we receive from time to
time, letters or communications from other companies stating that such companies
have patent rights that involve our products.  Since the design of all of our
products is based on SuperFlash technology, any legal finding that the use of
our SuperFlash technology infringes the patent of another company would have a
significantly negative effect on our entire product line and operating results.
Furthermore, if such a finding were made, there can be no assurance that we
could license the other company's technology on commercially reasonable terms or
that we could successfully operate without such technology.  Moreover, if we are
found to infringe, we could be required to pay damages to the owner of the
protected technology and could be prohibited from making, using, selling, or
importing into the United States any products that infringe the protected
technology.  In addition, the management attention consumed by and legal cost
associated with any litigation could harm our operating results.

Public announcements may hurt our stock price.  During the course of
lawsuits there may be public announcements of the results of hearings, motions,
and other interim proceedings or developments in the litigation.  If securities
analysts or investors perceive these results to be negative, it could harm the
market price of our stock.

Our litigation may be expensive, may be protracted and confidential
information may be compromised.  Whether or not we are successful in our
lawsuit with Atmel, we expect this litigation to continue to consume substantial
amounts of our financial and managerial resources.  On April 8, 2002, a jury
found that we willfully infringed Atmel's '811 and '829 patents, and awarded
Atmel $20.0 million in actual damages.  On May 7, 2002, the court entered
judgment in the total amount of $36.5 million, which includes the original
$20.0 million.  The '811 and '829 patents expired in February 2002.  Therefore,
we are not precluded from selling any of our products.  We believe that there
were significant errors in both the infringement and the damages verdicts, and
filed a Notice of Appeal on July 16, 2002.  On October 7, 2002, we filed our
opening brief in that appeal.  Our final reply brief was filed on January 16,
2003.  Atmel filed its final brief on January 30, 2003.  On May 8, 2003, the Court of Appeals
for the Federal Circuit heard oral arguments on our appeal of the judgment finding that we
infringed the '811 and '829 patents.  We anticipate that the Court will rule in two to three
months.  Atmel has agreed to stay its enforcement of this judgment
pending our appeal.  In July 2002, we posted a bond in the amount of $36.5
million pending the appeal.  We have incurred certain costs associated with
defending this matter, and at any time Atmel may file additional claims against
us, which could increase the risk, expense and duration of the litigation.
Further, because of the substantial amount of discovery required in connection
with this type of litigation, there is a risk that some of our confidential
information could be compromised by disclosure.  For more information with
respect to our litigation, please also see "Part II, Item 1 - Legal
Proceedings."

If an earthquake or other natural disaster strikes our manufacturing
facility or those of our suppliers, we would be unable to manufacture our
products for a substantial amount of time and we would experience lost
revenues.

Our corporate headquarters are located in California near major earthquake
faults.  In addition, some of our suppliers are located near fault lines.  In
the event of a major earthquake or other natural disaster near our headquarters,
our operations could be harmed.  Similarly, a major earthquake or other natural
disaster such as typhoon near one or more of our major suppliers, like the
earthquake in September 1999 or the typhoon in September 2001 that occurred in
Taiwan could potentially disrupt the operations of those suppliers, which could
then limit the supply of our products and harm our business.

A worsening of the SARS outbreak could harm our business.

As we derive substantially all of our revenues from Asia and our logistics center
is located in Taiwan, if the SARS outbreak worsens, the operations of our suppliers, distributors,
logistics center and those of our end customers could be harmed, which could then harm our business.

Prolonged electrical power outages, energy shortages, or increased costs
of energy could harm our business.

Our design and process research and development facilities and our corporate
offices are located in California, which is susceptible to power outages and
shortages as well as increased energy costs.  To limit this exposure, all
corporate computer systems at our main California facilities are on battery
back-up.  In addition, all of our engineering and back-up servers and
selected corporate servers are on generator back-up.  While the
majority of our production facilities are not located in California, more
extensive power shortages in the state could delay our design and process
research and development as well as increase our operating costs.

30

---

Our growth has in the past placed a significant strain on our management
systems and resources and if we fail to manage our growth, our ability to
market, sell our products or develop new products may be harmed.

Our business has in the past experienced rapid growth, which strained our
internal systems, and future growth will require us to continuously develop
sophisticated information management systems in order to manage our business
effectively.  We are currently implementing a supply-chain management system and
a vendor electronic data interface system.  There is no guarantee that we will
be able to implement these new systems in a timely fashion, that in themselves
they will be adequate to address any growth, or that we will be able to foresee
in a timely manner other infrastructure needs before they arise.  Our success
depends on the ability of our executive officers to effectively manage our
growth.  If we are unable to manage our growth effectively, our results of
operations will be harmed.  If we fail to successfully implement new management
information systems, our business may suffer severe inefficiencies that may harm
the results of our operations.

Risks Related to Our Industry

Our success is dependent on the growth and strength of the flash memory
market.

All of our products, as well as all new products currently under design, are
stand-alone flash memory devices or devices embedded with flash memory.  A
memory technology other than SuperFlash may be adopted as an industry standard.
Our competitors are generally in a better financial and marketing position than
we are from which to influence industry acceptance of a particular memory
technology.  In particular, a primary source of competition may come from
alternative technologies such as FRAM devices if such technology is
commercialized for higher density applications.  To the extent our competitors
are able to promote a technology other than SuperFlash as an industry standard,
our business will be seriously harmed.

The selling prices for our products are extremely volatile and have
historically declined during periods of over capacity or industry downturns.

The semiconductor industry has historically been cyclical, characterized by
periodic changes in business conditions caused by  product supply and demand
imbalance.  When the industry experiences downturns, they often occur in
connection with, or in anticipation of, maturing product cycles and declines in
general economic conditions. These downturns are characterized by weak product
demand, excessive inventory and accelerated declines of average selling prices.
In some cases, downturns, such as the one we have experienced since late 2000,
have lasted for more than a year.  Our business could be harmed by industry-wide
fluctuations in the future.  The flash memory products portion of the
semiconductor industry, from which we derive substantially all of our revenues,
suffered from excess capacity in 1996, 1997 and 1998, which resulted in greater
than normal declines in our markets, which unfavorably impacted our revenues,
gross margins and profitability.  While these conditions improved in 1999 and
2000, deteriorating market conditions at the end of 2000 and continuing through
the first quarter of 2003 have resulted in the decline of our selling prices and
harmed our operating results.

There is seasonality in our business and if we fail to continue to
introduce new products this seasonality may become more pronounced.

Sales of our products in the consumer electronics applications market are
subject to seasonality.  As a result, sales of these products are impacted by
seasonal purchasing patterns with higher sales generally occurring in the second
half of each year.  In the past we have been able to mitigate such seasonality
with the introduction of new products throughout the year.  If we fail to
continue to introduce new products, our business may suffer and the seasonality
of a portion of our sales may become more pronounced.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to risks associated with foreign exchange rate fluctuations
due to our international manufacturing and sales activities. These exposures may
change over time as business practices evolve and could negatively impact our
operating results and financial condition. All of our sales are denominated in
U.S. dollars. An increase in the value of the U.S. dollar relative to foreign
currencies could make our products more expensive and therefore reduce the
demand for our products. Such a decline in the demand could reduce revenues
and/or result in operating losses. In addition, a downturn in the economies of
China, Japan or Taiwan could impair the value of our equity investments in
companies with operations in these countries.  If we consider the value of these
companies to be impaired, we will write down, or expense, some or all of our
investments.  In the fourth quarter of 2001, we wrote down our investment in KYE
by $3.3 million to $1.3 million due to an other than temporary decline in its
market value.  At March 31, 2003, the recorded value of our KYE investment was
$1.2 million based on the quoted market price as of the balance sheet date.  In
the third quarter of 2002, we wrote down our investment in Apacer,
31

---

At any time, fluctuations in interest rates could affect interest earnings on
our cash, cash equivalents and available-for-sale investments, or the fair value
of our investment portfolio. We believe that the effect, if any, of reasonably
possible near term changes in interest rates on our financial position, results
of operations, and cash flows would not be material. Currently, we do not hedge
these interest rate exposures.  As of March 31, 2003, the
carrying value of our available-for-sale investments approximated fair value.
The table below presents the carrying value and related weighted average
interest rates for our unrestricted and restricted cash and cash equivalents and
available-for-sale investments as of March 31, 2003 (in thousands):

`Carrying  Interest
                                                                               Value     Rate
                                                                             --------- --------

  Cash and cash equivalents - variable rate................................ $ 127,421      0.7%
  Short-term available-for-sale investments - fixed rate...................    69,441      1.3%
  Long-term available-for-sale investments (1 to 2 years) - fixed rate.....     6,020      1.5%
                                                                             ---------
                                                                            $ 202,882      0.9%
                                                                             =========`

Item 4.  Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report.  Based on their evaluation, our chief executive officer and
chief financial officer have concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

Our management, including our chief executive officer and chief financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

PART II

Item 1.  Legal Proceedings

On January 3, 1996, Atmel Corporation sued us in the U.S. District Court
for the Northern District of California. Atmel's complaint alleged that we
willfully infringe five U.S. patents owned by or exclusively licensed to Atmel.
Atmel later amended its complaint to allege infringement of a sixth patent.
Regarding each of these six patents, Atmel sought a judgment that we infringe
the patent, an injunction prohibiting future infringement, and treble damages,
as well as attorney's fees and expenses.

On two of the six patents, the District Court ruled by summary judgment that
we did not infringe.  Two of the other patents were invalidated by another U.S.
District Court in a proceeding to which we were not a party, but this decision
was later reversed by the Federal Circuit Court of Appeals. As discussed below,
as the result of a ruling in another case, Atmel has
32

---



On February 17, 1997, Atmel filed an action with the International Trade
Commission, or ITC, against two suppliers of our parts, involving four of the
six patents that Atmel alleged that we infringed in the District Court case
above.  We intervened as a party to that investigation.

On October 16, 2000, the ITC found the '903 patent valid and infringed, and
ruled that we could not import into the United States certain products that use
the claimed circuit made by one of our suppliers. The ITC also ruled that we do
not infringe the '811 and '829 patents. We appealed from the Limited Exclusion
Order, and in August 2001 the Court of Appeals for the Federal Circuit issued an
opinion giving its reasons for denying that appeal.  The '903 patent and the
ITC's Limited Exclusion Order expired on September 14, 2001.

On January 14, 2002, the court in Atmel Corp. v. Macronix
America, Inc. denied Atmel's motion to correct the '747 patent.  We
intervened as a party in the Macronix case for purposes of opposing that motion.
As a result of the Court's decision, Atmel withdrew its claims against us based
on the '747 patent.



A jury trial on the '811 and '829 patents began on April 8, 2002.  The jury
found that we willfully infringed those patents, and awarded Atmel $20.0 million
in actual damages.  On May 7, 2002, the Court entered judgment in the total
amount of $36.5 million which includes the original $20.0 million.  The '811 and
'829 patents expired in February 2002.  Therefore, we are not precluded from
selling any of our products.  We believe that there were significant errors in
both the infringement and the damages verdicts, and filed a Notice of Appeal on
July 16, 2002.  On October 7, 2002 we filed our opening brief in that appeal.
Our final reply brief was filed on January 16, 2003.  Atmel filed its final
brief on January 30, 2003.  On May 8, 2003, the Court of Appeals for the Federal
Circuit heard oral arguments on our appeal of the judgment finding that we
infringed the '811 and '829 patents.  We anticipate that the Court will rule in
two to three months.  Atmel has agreed to stay its enforcement of this judgment
pending our appeal.  In July 2002, we posted a bond in the amount of $36.5
million pending the appeal.  In connection with the bond, we have pledged cash,
cash equivalents and available-for-sale investments in the amount of $36.5
million.  As of March 31, 2003, this amount is included in restricted cash, cash
equivalents and available-for-sale investments in our balance sheet.

Trial on the '903 patent was severed and heard before a jury beginning on
July 29, 2002.  The Court ruled that we infringed that patent, so the jury was
asked to decide whether the patent is valid and, if so, assess what, if any,
damages are due Atmel. The jury was unable to unanimously decide whether the
'903 patent is valid, and a mistrial was declared.  The Court denied Atmel's
request to schedule a retrial until the appeals of the verdict regarding the
'811 and '829 patents are decided.

From time to time, we are also involved in other legal actions arising in the
ordinary course of business.  We have incurred certain costs while defending
these matters.  There can be no assurance the Atmel complaint or other third
party assertions will be resolved without costly litigation, in a manner that is
not adverse to our financial position, results of operations or cash flows or
without requiring royalty payments in the future which may adversely impact
gross margins.  No estimate can be made of the possible loss or possible range
of loss associated with the resolution of these contingencies.  As a result, no
losses have been accrued in our financial statements as of March 31, 2003.

Item 6.  Exhibits and Reports on Form 8-K.

(a)	Exhibits.







(b)	Reports on Form 8-K filed during the quarter ended March 31, 2003:
None.

33

---



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, County of
Santa Clara, State of California, on the 14th day of May, 2003.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | SILICON STORAGE TECHNOLOGY, INC.

                           By: /s/ BING YEH

                                    Bing Yeh
President and Chief Executive Officer
                                    (Principal Executive Officer)

                           By: /s/ JEFFREY L. GARON

                                    Jeffrey L. Garon
Vice President Finance & Administration,
                                    Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer)

---

CERTIFICATIONS

Certification of President and Chief Executive Officer
Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Bing Yeh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Silicon Storage
Technology, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

1. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

1. all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

1. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: May 14, 2003

/s/ BING YEH  
Bing Yeh
President and Chief Executive Officer

---



Certification of Vice President Finance & Administration,
Chief Financial Officer and Secretary
Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Jeffrey L. Garon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Silicon Storage
Technology, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

35

---

1. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):

1. all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

1. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: May 14, 2003

/s/ JEFFREY L. GARON
Jeffrey L. Garon
Vice President Finance & Administration, Chief Financial Officer and
Secretary



36

---