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FORM 10-K/A

Amendment No. 1

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(MARK ONE)

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

For the fiscal year ended December 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.(Exact name of Registrant as Specified in its Charter)



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

1171 Sonora CourtSunnyvale, California     94086(Address of Principal Executive Offices including Zip Code)

(408) 735-9110(Registrant's Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, no par value.

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

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


Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K.   Yes [X]          No  [     ]Aggregate market value of the voting stock held by non-affiliates of
SST as of June 30, 2003: $341,607,260  based on the closing price of SST's
Common Stock as reported on the Nasdaq National Market. Number of shares
outstanding of SST's Common Stock, no par value, as of the latest practicable
date, March 31, 2004: 95,917,351.Documents incorporated by reference: Exhibits as noted herein.1EXPLANATORY NOTESilicon Storage Technology, Inc. is filing this Amendment No. 1 on Form
10-K/A to our Annual Report on Form 10-K, originally filed with the Securities
and Exchange Commission on March 15, 2004, solely for the purpose of amending
and restating Part III, Item 10 through Item 14 of such Annual Report on Form
10-K.

In addition, we have filed the following exhibits herewith:
31.3	Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as amended.

31.4	Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as amended.Except as specifically indicated herein, no other information included in the
Annual Report on Form 10-K is amended by this Amendment No. 1 on Form 10-
K/A.

PART III

Item 10. Directors and Executive Officers of the RegistrantThe following table lists the names and ages of our
directors as of December 31, 2003.  There are no family relationships between
any of our directors or officers.  Information regarding our officers is
contained in Part I of this Annual Report in the section entitled "Executive
Officers":

Name

Age


PositionBing Yeh ........

53

President, Chief Executive Officer and Chairman of the
BoardYaw Wen Hu.........

54

Executive Vice President and Chief Operating OfficerTsuyoshi Taira .......

65

DirectorYasushi Chikagami......

65

DirectorRonald Chwang........

55

DirectorBing Yeh, one of our co-founders, has
served as our President and Chief Executive Officer and has been a member of our
board of directors since our inception in 1989. In April 2004, he was appointed
Chairman of the Board of Directors. Prior to that, Mr. Yeh served as a
senior research and development manager of Xicor, Inc., a nonvolatile
memory semiconductor company.  From 1981 to 1984, Mr. Yeh held program
manager and other positions at Honeywell Inc. From 1979 to 1981, Mr. Yeh
was a senior development engineer of EEPROM technology of Intel Corporation. He
was a Ph.D. candidate in Applied Physics at, and earned an Engineer degree from,
Stanford University.  Mr. Yeh holds a M.S. and a B.S. in Physics from
National Taiwan University.
Yaw Wen Hu, Ph.D., joined us
in July 1993 as Vice President, Technology Development. In 1997, he was given
the additional responsibility of wafer manufacturing and, in August 1999, he
became Vice President, Operations and Process Development. In January 2000, he
was promoted to Senior Vice President, Operations and Process Development. In
April 2004, he was promoted to Executive Vice President and Chief Operating
Officer. Dr. Hu has been a member of our board of directors since September
1995. From 1990 to 1993, Dr. Hu served as deputy general manager of technology
development of Vitelic Taiwan Corporation. From 1988 to 1990, he served as FAB
engineering manager of Integrated Device Technology, Inc. From 1985 to 1988, he
was the director of technology development at Vitelic Corporation. From 1978 to
1985, he worked as a senior development engineer in Intel Corporation's
Technology Development Group. Dr. Hu holds a B.S. in Physics from National
Taiwan University and a M.S. in Computer Engineering and a Ph.D. in Applied
Physics from Stanford University.
Tsuyoshi Taira has been a member of
our board of directors since July 1993. Mr. Taira served as president of
Sanyo Semiconductor Corporation from 1986 to 1993. Mr. Taira was chairman
of the Sanyo Semiconductor Corporation from 1993 to 1996. Mr. Taira left the
Sanyo Semiconductor Corporation in August 1996. Mr. Taira currently owns and
runs a marketing and management consulting company, Tazan International, Inc.
Mr. Taira holds a B.S. from Tokyo Metropolitan University.
Yasushi Chikagami has been a member
of our board of directors since September 1995. Mr. Chikagami has been
chairman of Arise, Inc. since 2000.  Mr. Chikagami has also served as
director of World Peace Group International Ltd. since 2002 and Trident
Microsystems, Inc. since 1993 and Integrated Silicon Solution Inc. since
1999. Mr. Chikagami holds a B.S. in Agricultural Engineering from Taiwan
University and a M.S. in engineering from University of Tokyo.
Ronald Chwang, Ph.D., has been a
member of our board of directors since June 1997.  Dr. Chwang has been the
Chairman and President of Acer Technology Ventures, America, a venture capital
management company, since 1997.  Dr. Chwang currently serves actively on the
board of directors of several private companies.  He also serves on the board of
ALi Corporation (previously called Acer Laboratories Inc.), Ambit Microsystems
Corp. in Taiwan and ATI Technologies Inc. in Canada since February 2003.  From
1986 to 1997, Dr. Chwang was with various Acer entities, serving in executive
positions leading business units engaged in ASIC products, computer peripherals,
and Acer-Altos server system, including from 1992 to 1997 as president and chief
executive officer of Acer America Corporation. Before joining the Acer entities,
Dr. Chwang worked for several years in development and management positions at
Intel in Oregon and Bell Northern Research in Ottawa, Canada. Dr. Chwang holds a
B.S. in Electrical Engineering from McGill University and a Ph.D. in Electrical
Engineering from the University of Southern California.
Audit Committee
The Audit Committee of the Board of Directors oversees our corporate
accounting and financial reporting process. For this purpose, the Audit
Committee performs several functions:

evaluates the performance of and assesses the qualifications of the
independent auditors;
determines and approves the engagement of the independent auditors;
determines whether to retain or terminate the existing independent auditors
or to appoint and engage new independent auditors;
reviews and approves the retention of the independent auditors to perform
any proposed permissible non- audit services;
monitors the rotation of partners of the independent auditors on our audit
engagement team as required by law;
confers with management and the independent auditors regarding the
effectiveness of internal controls over financial reporting;
establishes procedures, as required under applicable law, for the receipt,
retention and treatment of complaints we receive regarding accounting, internal
accounting controls or auditing matters and the confidential and anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters;
reviews the financial statements to be included in our Annual Report on Form
10-K; and
discusses with management and the independent auditors the results of the
annual audit and the results of their review of our quarterly financial
statements.Three directors currently comprise the Audit Committee: Messrs. Taira,
Chikagami and Chwang. The Audit Committee met four times during 2003.

The Board of Directors annually reviews the Nasdaq listing standards
definition of independence for Audit Committee members and has determined that
all members of our Audit Committee are independent (as independence is currently
defined in Rule 4350(d)(2)(A)(i) and (ii) of the Nasdaq listing standards).We currently do not have an audit committee financial expert as defined in
Item 401(h) of Regulation S-K. At this time, the Board believes that the
interests of our shareholders are best served through the identification and
recruitment of board members who possess a wide range of business, operational
and scientific experience in the semiconductor industry.
Compliance with the Reporting Requirements of Section 16(a)
Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our directors and officers, and persons who own more
than ten percent of a registered class of our equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of our
common stock and other equity securities. Officers, directors and greater than
ten percent shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file.
To our knowledge, based solely on a
review of the copies of such reports furnished to us, during the year ended
December 31, 2003, all Section 16(a) filing requirements applicable to our
officers and directors were complied with.
Code of Conduct
We have adopted the Silicon Storage Technology, Inc.Code of
Conduct that applies to all of our officers, directors and employees. The Code
of Conduct will be available on our website at http://www.sst.com no later than
May 4, 2004. If we make any substantive amendments to the Code of Conduct or
grant any waiver from a provision of the Code to any of our executive officers
or directors, we will promptly disclose the nature of the amendment or waiver on
our website.
Shareholder Communications with the Board of Directors
The Board of Directors has adopted a formal process by which shareholders
may communicate with the Board of Directors or any of its directors.
Shareholders who wish to communicate with the Board of Directors may do so by
sending written communications addressed to our Corporate Secretary at 1171
Sonora Court, Sunnyvale, California 94086. All communications will be compiled
by our Corporate Secretary and submitted to the Board of Directors or the
individual directors on a periodic basis.

Item 11. Executive
Compensation 
Compensation of DirectorsOur directors do not currently receive any cash compensation from us for
their service as members of our Board of Directors, although they are reimbursed
for certain travel-related expenses in connection with attendance at Board and
committee meetings in accordance with our policy.
Each of our non-employee directors receives stock option grants under our
1995 Non-Employee Directors' Stock Option Plan, or the Directors' Plan. During
2003, we granted options under the Directors' Plan covering 18,000 shares to
each of Messrs. Taira, Chikagami and Chwang at an exercise price of $4.41 per
share based on the closing sale price reported on the Nasdaq National Market on
the date of grant.  The options are fully vested on the grant date.
Compensation of Officers
Summary of Compensation
The following table shows for the fiscal years ended December 31, 2003,
2002 and 2001, compensation awarded or paid to, or earned by our Chief Executive
Officer and our four other most highly compensated officers at December 31,
2003. Amounts under the column "All Other Compensation" include
matching contributions to 401(k) plans, patent awards, and amounts paid by us on
behalf of the officers for supplemental life insurance.
Summary Compensation Table
Annual Compensation

Long Term
Compensation  AwardsName and Principal Position

Year

Salary

Bonus

Securities Underlying Stock Options
All Other CompensationBing Yeh.............

2003

$      392,700

$  -

30,000

$            19,566President and Chief Executive

2002

$      392,700

$  -

30,000

$              3,557Officer

2001

$      392,700

$151,999

45,000

$              1,928Yaw Wen Hu(1)..........

2003

$      286,560

$  -

11,485

$              4,513Executive Vice President

2002

$      286,560

$  -

12,059

$              2,864Chief Operating Officer

2001

$      286,559

$115,109

17,454

$              1,596Michael Briner...........

2003

$      251,984

$  -

10,196

$              2,268Senior Vice President, Application

2002

$      246,330

$  -

11,529

$              2,185Specific Product Group

2001

$      251,984

$  90,530

50,047

$              1,355Derek Best ..............

2003

$     248,400

$604,900(2)

10,079

$              1,867Senior Vice President, Sales and

2002

$      248,400

$  -

10,999

$              2,166Marketing

2001

$      248,400

$  84,839

15,649

$              2,288Isao Nojima (3)............

2003

$      214,593

$  -

8,438

$              2,180Senior Vice President, Standard

2002

$      214,593

$  -

8,905

$              1,644Memory Product Group

2001

$      214,593

$  71,285

11,556

$              3,539___________________________________

(1) Mr. Hu was promoted to Executive Vice President and Chief
Operating Officer in April 2004.
(2) During 2002, Mr. Best earned a cash bonus of $604,900 in
recognition of his responsibilities and services during the year.  The bonus was
paid in January 2003.
(3) Mr. Nojima was promoted to Senior Vice President,
Standard Memory Product Group, in April 2004.
Stock Option Grants and Exercises
The following tables show for the fiscal year ended December 31, 2003,
information regarding options granted to, exercised by, and held at year end by
the officers listed in the Summary Compensation Table above.
2003 Stock Option Grants
The exercise price of each option was equal to the fair market value of
our common stock on the date of grant. Mr. Yeh's option was equal to 110% of the
fair market value of our common stock on the date of grant. The exercise price
may be paid in cash, in shares of our common stock valued at fair value on the
exercise date or through a cashless exercise procedure involving a same-day sale
of the purchased shares.
The potential realizable value is calculated based on the term of the option
at the time of grant. Stock price appreciation of 5% and 10% is assumed pursuant
to rules promulgated by the Securities and Exchange Commission and does not
represent our prediction of our stock price performance. The potential
realizable values at 5% and 10% appreciation are calculated by:

multiplying the number of shares of common stock subject
to a given option by 100% of the fair market value of our common stock on the
date of grant;
assuming that the aggregate stock value derived from that
calculation compounds at the annual 5% or 10% rate shown in the table until the
expiration of the options; and
subtracting from that result the aggregate option
exercise price.The shares listed in the following table under "Number of Securities
Underlying Option Granted" are subject to vesting. Each of the stock
options listed in the table, except for Mr. Yeh's option, vests monthly over a
one-year period beginning approximately two to four years from the date of
grant.  Mr. Yeh's option vests over a four-year period, 25% after one year and
2.083% per month thereafter. Each of the options has a ten-year term, except for
Mr. Yeh's option which has a five-year term, subject to earlier termination if
the optionee's service with us ceases. Under certain circumstances following a
change of control, the vesting of such option grants may accelerate and become
immediately exercisable.
Percentages shown under "Percent of Total Options Granted in 2003"
are based on 1,337,289 options granted to our employees and directors during
2003.

Individual Grants
Number of Securities
Underlying
Percent of
Total Options


Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for Option TermName

Options Granted

Granted in 2003

Exercise Price

Expiration Date
5%

10%Bing Yeh....

30,000 (1)

2.24%

$              4.05

1/20/08
$  19,461

$         56,360Yaw Wen Hu...

11,485 (2)

0.86%

$            11.17

12/23/13
$  80,679

$       204,457Michael Briner.

10,196 (3)

0.76%

$            11.17

12/23/13
$  71,624

$       181,510Derek Best.

10,079 (4)

0.75%

$            11.17

12/23/13
$  70,802

$       179,427Isao Nojima...

8,438 (5)

0.63%

$            11.17

12/23/13
$  59,275

$       150,214___________________________________
Option vests as to 25% of the shares on January 20, 2004 and 2.083% per
month thereafter for three years.
Option vests monthly over a one-year period beginning on October 16,
2005.
Option vests monthly over a one-year period beginning on November 23,
2005.
Option vests monthly over a one-year period beginning on June 2, 2006.
Option vests monthly over a one-year period beginning on March 15,
2006.Aggregate Option Exercises in
                  2003 and December 31, 2003 Option Values
Amounts shown under the column "Value Realized" are based
on the closing sales price of our common stock on the date of exercise as
reported on the Nasdaq National Market less the exercise price. Amounts shown
under the column "Value of Unexercised In-the-Money Options at December 31,
2003" are based on the closing price of our common stock on December 31,
2003, of $11.00, as reported on the Nasdaq National Market, without taking into
account any taxes that may be payable in connection with the transaction,
multiplied by the number of shares underlying the option, less the exercise
price payable for these shares.
Name

Shares Acquired
on Exercise
Value Realized
Number of Securities Underlying Unexercised
Options at
December 31, 2003
Exercisable / Unexercisable
Value of Unexercised In-The-Money Options at
December 31, 2003
Exercisable / UnexercisableBing Yeh...

-

$                -

347,187 / 57,813

$72,668 / $235,373Yaw Wen Hu..

20,000

$    166,600

346,054 / 43,377

$2,013,782 / $183,301Michael Briner..

127,200

$    204,300

202,068 / 38,546

$1,340,575 / $155,220Derek Best...

30,000

$    223,800

91,532 / 55,135

$38,846 / $183,187Isao Nojima..

-

$                -

272,485 / 33,562

$1,893,291 / $141,028Compensation Committee Interlocks and Insider Participation in Compensation
DecisionsThe Compensation Committee of the Board of Directors is composed of
Messrs. Taira, Chikagami and Chwang. Mr. Yeh resigned from the Compensation
Committee in April 2004.
No current member of the Compensation Committee and none of our officers
serve as a member of a compensation committee of any entity that has one or more
officers serving as a member of our Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters

The following table sets forth certain information regarding the
ownership of our common stock as of April 1, 2004 by:

each of the officers listed in the Summary Compensation Table;
each director;
all of our officers and directors as a group; and
all those known by us to be beneficial owners of more than 5% of our common
stock.Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Beneficial ownership also includes shares of
common stock subject to options that are currently exercisable or exercisable
within 60 days of April 1, 2004. These shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of each other
person. Percentage of ownership is based on 95,917,351 shares of common stock
outstanding on April 1, 2004. Unless otherwise indicated, the address of each of
the individuals named below is: c/o Silicon Storage Technology, Inc., 1171
Sonora Court, Sunnyvale, California 94086.


Beneficial OwnershipName

Shares Issuable Pursuant to Options
Exercisable Within
60 Days of April 1, 2004
Number of Shares (Including Number Shown
in First Column)
Percentage
of TotalOfficers and DirectorsBing Yeh (1)...........

362,501

11,122,501

11.6%Yaw Wen Hu  .........

355,220

1,183,210

1.2%Michael Briner (2)........

208,729

837,598

*Isao Nojima..........

196,315

559,707

*Derek Best...........

106,873

284,200

*Tsuyoshi Taira.........

92,570

92,570

*Yasushi Chikagami........

92,931

159,300

*Ronald Chwang..........

36,000

197,613

*All officers and directorsas a group (10 persons).......

1,521,142

14, 729,764

15.4%5% StockholdersBarclays Global Investors, N.A. (3)

-

5,217,953

5.4%___________________________________
* Represents beneficial ownership of less than 1% of the
outstanding shares of our common stock.
Includes (1) 3,078,163 shares held by the Yeh Family
Trust U/D/T dated August 14, 1995, of which Mr. Yeh and his wife are trustees,
(2) 7,591,837 shares held by Golden Eagle Capital L.P. of which Mr. Yeh and his
wife are general partners and (3) 90,000 shares held in an IRA account in the
name of Bing Yeh.  Mr. Yeh disclaims beneficial ownership of the shares held by
Golden Eagle Capital L.P. except to the extent of his pecuniary interest
therein.
Includes 24,000 shares and 14,000 shares held by Tammy Briner, custodian of
Jeffrey Daniel Briner and Katherine M. Briner under the Uniform TRFS to Minors
Act/CA, respectively.Barclays Global Investors is located at 45 Fremont Street, San Francisco, CA
94105. Based solely on a Schedule 13G filed with the SEC on February 17, 2004 by
Barclays Global Investors.

Equity Compensation Plan Information
SST has three stockholder approved equity compensation plans: the 1995
Equity Incentive Plan, 1995 Non-Employee Directors' Plan and 1995 Employee Stock
Purchase Plan. The following table provides certain information with respect to
all of our equity compensation plans in effect as of December 31,
2003:
Plan Category

Number of securities to be issued upon
exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding
options, warrants and rights

Number of securities remaining available for
issuance under equity compensation plans (excluding securities reflected in
column (a))Equity compensation plans approved by security holders (1)
..............

10,148,229

$7.79 (2)

8,508,676Equity compensation plans not approved by security
holders..........

-

-

-Total............

10,148,229

$7.79

8,508,676

___________________________________
The plans included in this row include our 1995 Equity Incentive Plan, 1995
Non-Employee Directors' Plan and 1995 Employee Stock Purchase Plan.
Represents the weighted average exercise price of outstanding stock options
only.Item 13. Certain Relationships and Related TransactionsBusiness
RelationshipsMr. Yeh is a member of the board of directors of
Apacer Technology, Inc. or Apacer, one of our customers and vendors. As of
December 31, 2003, we owned a 10% interest in Apacer.  In 2003, Apacer accounted
for $1.6 million, or 0.6%, of our net product revenues, and we purchased $2.4
million in products and services from Apacer.
Mr. Yeh is a member of the board of directors of Professional Computer
Technology Limited, or PCT, a Taiwanese public company.  PCT is one of our
manufacturers' representatives.  As of December 31, 2003, we owned a 13%
interest in PCT. PCT has a separate company and wholly-owned subsidiary, Silicon
Professional Technology Ltd., or SPT, which provides planning, warehousing,
delivery, billing, collection and other logistic functions for us in Taiwan,
China and other Southeast Asia countries.  In 2003, PCT and its subsidiary SPT
together accounted for $164.8 million, or 64.3%, of our net product revenues. At
December 31, 2003, we had net accounts receivable from SPT of $40.6 million.
Mr. Yeh is a member of the board of directors of Powertech Technology, Inc.,
or PTI, a Taiwanese public company.  PTI is one of our manufacturers'
representatives.  As of December 31, 2003, we owned a 3% interest in PTI. Our
purchases from PTI are made pursuant to purchase orders at prevailing market
prices.  At December 31, 2003, we had net accounts payable to PTI of $2.5
million.
Loans to Executive Officers
In March 2001, we loaned $278,063.95 to Derek Best, our Senior Vice
President, Sales and Marketing. Under the terms of the promissory note,
interest-only payments of $1,969.62 were due monthly for 12 months and a balloon
payment for the total principal amount and accrued interest due was to be paid
on March 30, 2002. The note was unsecured and bore a simple interest rate of
8.5%.  All interest payments on this note were made timely in accordance with
the term of the note through December 31, 2001. On January 1, 2002, we loaned an
additional $40,000 to Mr. Best. The first note was canceled and the remaining
amount due of $278,063.95 was incorporated into a new note of $318,063.95.
Under the terms of the new note, both the principal amount and accrued interest
were due at the end of the term of the note on December 31, 2002.  The note was
unsecured, and it bore a simple interest rate of 3.53% per annum. The principal
amount and accrued interest due were paid in full in January 2003. All loans to
Mr. Best were intended to assist Mr. Best finance his primary residence.
Indemnity Agreements
We have entered into indemnity agreements with each of our executive
officers and directors which provide, among other things, that we will indemnify
these persons, under the circumstances and to the extent provided for therein,
for expenses, damages, judgments, fines and settlements he or she may be
required to pay in actions or proceedings which he or she is or may be made a
party by reason of his or her position as our director, officer or agent, and
otherwise to the full extent permitted under California law and our bylaws.
As a matter of policy, all transactions between us and any of our officers,
directors or principal shareholders will be approved by a majority of the
independent and disinterested members of the Board of Directors, and will be on
terms no less favorable to us than could be obtained from unaffiliated third
parties and will be in connection with our bona fide business purposes.

Item 14.  Principal Accountant Fees and Services

PricewaterhouseCoopers LLP fees for the fiscal years ended December 31, 2002
and 2003 are as follows:
2002

2003Audit fees...............
$612,000

$623,000Audit-related fees............
$           --

$          --Tax fees...............
$206,000

$113,000All other fees.............
$    5,000

$   1,000Total.................
$823,000

$737,000Audit Fees:This category includes fees for
the audit of our annual financial statements, review of the financial statements
included in our quarterly reports on Form 10-Q and services that are normally
provided by the independent auditors in connection with statutory and regulatory
filings or engagements for those fiscal years.  This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements and statutory audits
required by non-U.S. jurisdictions.Audit-Related Fees:  This category consists of
assurance and related services by PricewaterhouseCoopers LLP that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported above under "Audit Fees."
Tax Fees:   This category consists of
professional services rendered by PricewaterhouseCoopers LLP for tax compliance
and tax advice.  The services for the fees disclosed under this category include
tax return preparation and technical tax advice.
All Other Fees:  This category consists of
fees for advise on compliance with certain foreign investment rules.
All of the fees for 2003 described above were pre-
approved by the Audit Committee.  The Audit Committee has determined the
rendering of non-audit services by PricewaterhouseCoopers LLP is compatible with
maintaining their independence.
Pre-Approval Policies and Procedures
The Audit Committee pre-approves all audit services and has delegated
authority to pre-approve all permissible non-audit services provided by
PricewaterhouseCoopers LLP to Dr. Chwang. Dr. Chwang is required to inform the
Audit Committee of such pre-approved permissible non- audit services at the next
meeting of the Audit Committee following such pre- approval.
PricewaterhouseCoopers LLP is required to periodically report to the Audit
Committee regarding the extent of the services provided by
PricewaterhouseCoopers LLP in accordance with this pre-approval, and the fees
for the services performed to date.

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly 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 29th day of April,
2004.


SILICON STORAGE TECHNOLOGY, INC.
By: /s/ BING YEH 
Bing Yeh
President and Chief Executive Officer
(Principal Executive Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature
Title
Date/s/ BING YEH
Bing Yeh
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
April 29, 2004/s/ JACK K. LAI
Jack K. Lai
Vice President Finance & Administration, Chief Financial
Officer and Secretary (Principal Financial and Accounting Officer)
April 29, 2004*Yaw Wen Hu
Director
April 29, 2004*Tsuyoshi Taira
Director
April 29, 2004*Ronald Chwang
Director
April 29, 2004*Yasushi Chikagami
Director
April 29, 2004* By:/s/ Bing Yeh   	BING YEH
	ATTORNEY-IN-FACTIndex to Exhibits

Exhibit Number
Description of
Document3.1 (1)
Bylaws of SST.3.2 (2)
Restated Articles of Incorporation of SST, dated
November 3, 1995.3.3 (3)
Certificate of Amendment of the Restated
Articles of Incorporation of SST, dated June 30, 2000.3.4 (4)
Certificate of Designation of Series A Junior
Participating Preferred Stock.4.1
Reference is made to Exhibits 3.1 to 3.4.4.2 (5)
Specimen Stock Certificate of SST.4.3 (6)
Rights Agreement between SST and American Stock
Transfer and Trust Co., dated May 4, 1999.4.4 (7)
Amendment No. 1 to Rights Agreement between SST
and American Stock Transfer and Trust Co., dated October 28, 2000.10.1 (8)
Equity Incentive Plan and related agreements.10.2 (9)
Employee Stock Purchase Plan.10.3 (10)
1995 Non-Employee Director's Stock Option Plan.10.4 (11)
Profit Sharing Plan.10.5 (12)
Lease Agreement between SST and Sonora Court
Properties, dated May 4, 1993, as amended.10.6 (13)
Lease Agreement between SST and Coast
Properties, dated May 4, 1995, as amended.10.8 (14)
Lease amendment, dated March 4, 1998, between
SST and Sonora Court Properties.10.9 (15)
Lease Amendment, dated March 4, 1998, between
SST and Coast Properties.10.11 (16)
Second Amendment to Lease, dated September 13,
1999, between SST and Coast Properties.10.12 (17)
Lease Agreement between SST and Bhupinder S.
Lehga and Rupinder K. Lehga, dated November 15, 1999.10.13 (18)
Lease Agreement between SST and The Irvine
Company, dated November 22, 1999.10.14 (19)
Sunnyvale Industrials Net Lease Agreement, dated
June 26, 2000.21.1+
Subsidiaries of SST.23.1+
Consent of PricewaterhouseCoopers LLP,
Independent Accountants.24.1+
Power of Attorney is contained on the signature
page.31.1+
Certification required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.31.2+
Certification required by Rule 13a-4(a) of the
Securities Exchange Act of 1934, as amended.31.3
Certification required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended.31.4
Certification required by Rule 13a-4(a) of the
Securities Exchange Act of 1934, as amended.32.1+
Certification of President and Chief Executive
Officer, as required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title
18 of the United States Code (18 U.S.C. 1350).32.2+
Certification of Vice President Finance &
Administration, Chief Financial Officer and Secretary, as required by Rule 13a-
14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350).* The certifications attached as Exhibit 32.1 and Exhibit
32.2 accompany the Annual Report on Form 10-K, are not deemed filed with the
Securities and Exchange Commission and are not to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended (whether made before or after
the date of the Form 10-K), irrespective of any general incorporation language
contained in such filing.

+  Filed as the like numbered exhibit to our Annual Report on Form 10-K for
the year ended December 31, 2003, filed on March 15, 2004, and incorporated by
reference herein.

________
Filed as Exhibit 3.2 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on October 5, 1995, and incorporated by reference
herein.

Filed as Exhibit 3.4 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on October 5, 1995, and incorporated by reference
herein.

Filed as Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed on August 7, 2000, and incorporated by reference
herein.

Filed as Exhibit 99.3 to our Current Report on Form 8-K filed on May 18,
1999, and incorporated by reference herein.

Filed as Exhibit 4.2 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on November 3, 1995, and incorporated by reference
herein.

Filed as Exhibit 99.2 to our Current Report on Form 8-K filed on May 18,
1999, and incorporated by reference herein.

Filed as Exhibit 3.6 to our Annual Report on Form 10-K for the year ended
December 31, 2000, as amended, filed on March 30, 2001, and incorporated by
reference herein.

Filed as amended as Exhibit 99.1 to our Registration Statement on Form S-8,
File No. 333-98135, filed on August 15, 2002, and incorporated by reference
herein.

Filed as amended as Exhibit 99.2 to our Registration Statement on Form S-8,
File No. 33-33130, filed on March 23, 2000, and incorporated by reference
herein.

Filed as amended as Exhibit 99.2 to our Registration Statement on Form S-8
File No. 33-98135, filed on August 15, 2002, and incorporated by reference
herein.

Filed as Exhibit 10.5 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on October 5, 1995, and incorporated by reference
herein.

Filed as Exhibit 10.6 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on October 5, 1995, and incorporated by reference
herein.

Filed as Exhibit 10.7 to our Registration Statement on Form S-1, as amended,
File No. 33-97802, filed on October 5, 1995, and incorporated by reference
herein.

Filed as Exhibit 10.17 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed on August 14, 1998, and incorporated by reference
herein.

Filed as Exhibit 10.18 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, filed on August 14, 1998, and incorporated by reference
herein.

Filed as Exhibit 10.23 to our Annual Report on Form 10-K for the year ended
December 31, 1999, as amended, filed on February 24, 2000, and incorporated by
reference herein.

iled as Exhibit 10.24 to our Annual Report on Form 10-K for the year ended
December 31, 1999, as amended, filed on February 24, 2000, and incorporated by
reference herein.

Filed as Exhibit 10.25 to our Annual Report on Form 10-K for the year ended
December 31, 1999, as amended, filed on February 24, 2000, and incorporated by
reference herein.

Filed as Exhibit 10.28 to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed on August 7, 2000, and incorporated by reference
herein.