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

                                                    FORM 10-QSB

(Mark One)

        /X/      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997

        / /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                               SIMTEK CORPORATION
--------------------------------------------------------------------------------
         (Exact name small business issuer as specified in its charter)


         Colorado                                              84-1057605
--------------------------------------------------------------------------------
         (State or other jurisdiction of                     (I.R.S. Employer
         incorporation or organization)                      Identification No.)


      1465 Kelly Johnson Blvd. Suite 301; Colorado Springs, Colorado 80920
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (719) 531-9444
--------------------------------------------------------------------------------
                           (issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

Class                                             Outstanding at August 11, 1997
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                             28,626,685



<PAGE>
                                                SIMTEK CORPORATION



                                                       INDEX

                                          For Quarter Ended June 30, 1997

PART 1. FINANCIAL INFORMATION

         ITEM 1                                                            Page

                  Balance Sheets as of June 30, 1997 and
                  December 31, 1996                                          3

                  Statements of Operations for the three months and six
                  months ended June 30, 1997 and 1996                        4

                  Statements of Cash Flows for the six months ended
                  June 30, 1997 and 1996                                     5

                  Notes to Financial Statements                              6

         ITEM 2

                  Management's Discussion and Analysis of Results of
                  Operations and Financial Condition                       7-8

PART II. OTHER INFORMATION

         ITEM 1   Legal Proceedings                                          9

         ITEM 2   Changes in Securities                                      9

         ITEM 3   Defaults upon Senior Securities                            9

         ITEM 4   Matters Submitted to a Vote of Securities Holders          9

         ITEM 5   Other Information                                          9

         ITEM 6   Exhibits and Reports on Form 8-K                           9

SIGNATURES                                                                  10



<PAGE>
<TABLE>
<CAPTION>
                               SIMTEK CORPORATION

                                 BALANCE SHEETS

       ASSETS
       ------
                                                                              June 30, 1997      December 31, 1996
                                                                              -------------      -----------------
<S>                                                                          <C>                   <C>   
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $    1,158,187        $     964,456
   Accounts receivable - trade, net........................................         804,017              593,378
   Inventory, net .........................................................         529,096              327,221
   Prepaid expenses and other..............................................          19,149               25,850
                                                                             -----------------------------------

       Total current assets................................................       2,510,449            1,910,905

EQUIPMENT AND FURNITURE, net...............................................         177,027              229,008
                                                                             -----------------------------------

TOTAL ASSETS...............................................................  $    2,687,476        $   2,139,913
                                                                             ===================================

       LIABILITIES AND SHAREHOLDERS' EQUITY
       ------------------------------------

CURRENT LIABILITIES:
   Accounts payable:
       ZMD.................................................................  $      500,618        $     290,957
       Other...............................................................         270,692              212,279
   Accrued expenses........................................................         427,014              349,654
   Accrued wages...........................................................         221,475              222,136
   Accrued vacation payable................................................          75,530               86,444
   Payable to ZMD..........................................................         130,153              130,153
                                                                             -----------------------------------
       Total current liabilities...........................................       1,625,482            1,291,623

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................             --                   --
   Common stock, $.01 par value, 40,000,000 shares authorized,
       28,626,685 shares issued and outstanding............................        286,267              285,067
   Additional paid-in capital..............................................     29,745,873           29,730,728
   Accumulated deficit.....................................................    (28,970,146)         (29,167,505)
                                                                             ----------------------------------
   Shareholder's equity....................................................      1,061,994              848,290
                                                                             ----------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $   2,687,476         $  2,139,913
                                                                             ==================================

                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                      -3-

<PAGE>
<TABLE>
<CAPTION>
                                                 SIMTEK CORPORATION

                                             STATEMENTS OF OPERATIONS

                                                               Three Months Ended June 30,              Six Months Ended June 30,
                                                               ---------------------------              -------------------------
                                                                  1997              1996                 1997             1996
                                                                  ----              ----                 ----             ----
<S>                                                          <C>               <C>                   <C>              <C> 
NET SALES..................................................  $  1,536,243      $  1,158,624          $  3,301,761     $  1,969,718

     Cost of sales.........................................       834,337           712,707             1,922,568        1,268,519
                                                             ---------------------------------------------------------------------

GROSS MARGIN...............................................       701,906           445,917             1,379,193          701,199

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE:
     Design, research and development......................       336,932           227,524               666,041          474,875
     Administrative........................................        60,145            78,111               143,424          203,535
     Marketing.............................................       218,798           137,838               403,664          264,204
                                                             ---------------------------------------------------------------------

         Total selling, general and administrative
              expenses.....................................       615,875           443,473             1,213,129          942,614

INCOME (LOSS) FROM OPERATIONS..............................        86,031             2,444               166,064         (241,415)
                                                             ---------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................        14,800             3,124                27,044            6,524
     Other income (expense), net...........................        (1,252)            6,554                 4,251           12,307
                                                             ---------------------------------------------------------------------

         Total other income (expense)......................        13,548             9,678                31,295           18,831
                                                             ---------------------------------------------------------------------

NET INCOME (LOSS)..........................................  $     99,579      $     12,122          $    197,359     $   (222,584)
                                                             =====================================================================

NET INCOME (LOSS) PER COMMON SHARE.........................  $       0.00      $      (0.00)         $       0.01     $       (.01)
                                                             =====================================================================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING..............................................    28,521,740        26,978,311            28,521,740       26,978,311
                                                             =====================================================================


                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                                   SIMTEK CORPORATION

                                                STATEMENTS OF CASH FLOWS


                                                                               Six Months Ended June 30,
                                                                               -------------------------
                                                                                1997               1996
                                                                                ----               ----
<S>                                                                        <C>                <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)................................................     $   197,359        $  (222,584)
     Adjustments to reconcile net income (loss) to net cash from
        operating activities:
           Depreciation and amortization..............................          60,013             77,760
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................        (210,639)          (266,319)
               Inventory..............................................        (201,875)            13,490
               Prepaid expenses and other ............................           6,701            (14,575)
           Increase (decrease) in:
               Accounts payable.......................................         268,074             37,980
               Accrued expenses.......................................          65,785             41,959
                                                                           ------------------------------
        Net cash provided by (used in) operating activities...........         185,418           (332,289)
                                                                           -------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................          (8,032)              (244)
                                                                           -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock Options........................................          16,345                 --
     Proceeds from research and development arrangement...............              --            378,551
                                                                           ------------------------------

        Net cash provided by financing activities.....................          16,345            378,551
                                                                           ------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS........................................................         193,731             46,018
                                                                           ------------------------------

CASH AND CASH EQUIVALENTS, beginning of period........................         964,456            311,872
                                                                           ------------------------------

CASH AND CASH EQUIVALENTS, end of period..............................     $ 1,158,187        $   357,890
                                                                           ==============================


                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                      -5-

<PAGE>



                               SIMTEK CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES:

     The financial  statements  included herein are presented in accordance with
the  requirements  of Form  10-QSB and  consequently  do not  include all of the
disclosures  normally made in the registrant's annual Form 10-KSB filing.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 19, 1997 for fiscal year 1996.

     In the opinion of management,  the unaudited  financial  statements reflect
all  adjustments  of a normal  recurring  nature  necessary  to  present  a fair
statement of the results of operations for the respective  interim periods.  The
year-end balance sheet data was derived from audited financial  statements,  but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.


                                       -6-

<PAGE>


                               SIMTEK CORPORATION



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

RESULTS OF OPERATIONS:

     Simtek Corporation  ("Simtek" or the "Company")  recorded net product sales
of $1,536,243  for the second  quarter of 1997 and $3,301,761 for the six months
ended June 30, 1997 up from the $1,158,624  recorded for the second quarter 1996
and the  $1,969,718  for the six months ended 1996.  The product sales were from
the Company's 4 kilobit,  16 kilobit,  64 kilobit and 256 kilobit nvSRAM product
families.  These increases were due to increased  customer  acceptance of nvSRAM
products from various markets including telecommunications,  industrial control,
military and office automation.  Two distributors and one direct customer of the
Company's  nvSRAM products  account for more than 60% of the Company's net sales
for the second quarter 1997.

     In the second quarter 1997, the Company purchased commercial 64 kilobit and
256 kilobit nvSRAM  finished units based on 0.8 micron  technology  from Zentrum
Mikroelektronik  Dresden GmbH ("ZMD"),  sales from these products  accounted for
approximately  58% of the Company's  revenue for the second  quarter  1997.  The
balance of the Company's revenue for the second quarter 1997, was primarily from
the sales of 64 kilobit  high end  industrial,  military  devices and 16 kilobit
devices  built  on  1.2  micron   technology  wafers  purchased  from  Chartered
Semiconductor Manufacturing Plc. of Singapore ("Chartered").

     In the second  quarter 1997,  the Company  increased its gross margins as a
percent  of  revenue  from  approximately  38% for the  second  quarter  1996 to
approximately  46% for the second quarter 1997. The Company also saw an increase
in its gross margins as a percent of revenue from  approximately 36% for the six
months  ended June 30, 1996 to  approximately  42% for the six months ended June
30, 1997.  These  increases in gross margin  are due to the Company  shipping 64
kilobit  commercial  product  based on 0.8  micron  technology  as  compared  to
shipping 64 kilobit  commercial  product  based on 1.2 micron  technology in the
same periods in 1996. The Company  continued to ship its high end industrial and
military business from product built on 1.2 micron technology.

     While selling,  general and  administrative  expenses saw a dollar increase
for the second quarter 1997 as compared to the second quarter 1996, the expenses
as a percent of revenue  remained at approximately  39% for the quarters.  These
expenses  also saw a dollar  increase  for the six months ended June 30, 1997 as
compared  to the six months  ended June 30,  1996,  however,  the  expenses as a
percent of revenue were approximately 37% for the six months ended June 30, 1997
as compared to 48% for the six months ended June 30, 1996.  The dollar  increase
was due primarily to increased  advertising,  printing,  sales  commissions  and
basic overhead.

     The Company  recorded a net income of $99,579 in the second quarter of 1997
and a net income of $197,359  for the six months ended June 30, 1997 as compared
to a net  income of  $12,122  for the  second  quarter of 1996 and a net loss of
$222,584 for the six months  ended June 30, 1996.  This was because of increased
product sales and increased gross margins.

     The change in cash flows from  operating  activities was primarily a result
of the change in net income (loss).

FUTURE RESULTS OF OPERATIONS

     The Company's  ability to remain  profitable  will depend  primarily on its
ability to continue  reducing  manufacturing  costs and to increase  net product
sales  by  increasing  the   availability  of  existing   products  and  by  the
introduction  of new products.  In the second  quarter  1997,  the Company began
shipping qualified 256 kilobit nvSRAM products based upon 0.8 micron technology.
The  Company  anticipates  shipping  production  volumes of this  product in the
fourth quarter 1997.  The Company is currently  working with ZMD to decide which
derivative nvSRAM product to develop next.




                                       -7-

<PAGE>


                               SIMTEK CORPORATION


     As of June 30, 1997,  the Company's  backlog of unshipped  customer  orders
expected to be filled within the next six months was  approximately  $1,250,000.
About 9% of this backlog is due to delinquencies  from lack of the Company's 256
kilobit product. The Company believes that the majority of this delinquency will
be filled in the third quarter of 1997.  Orders are cancelable  prior to 30 days
before  the  scheduled  shipping  date and,  therefore,  should not be used as a
measure of future product sales.

LIQUIDITY AND CAPITAL RESOURCES

     ZMD continues to own  approximately  30% of the Company's  Common Stock and
may not exceed 30% without approval of Simtek's Board of Directors.

     The Company may require additional capital to fund production and marketing
of its 0.8 micron 256 kilobit nvSRAM and the  development of other new products.
The Company does not have any commitments for such additional  capital as of the
date of this report.


                                       -8-

<PAGE>
                               SIMTEK CORPORATION


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Matters Submitted to a Vote of Securities Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             Exhibit 11.1 - Computation of per share earnings
             Exhibit 27.1 - Financial Data Schedule  

         (b) Reports on Form 8-K

             Form 8-K filed May 22, 1997 announcing "Simtek Announces First
             Quarter 1997 Financial Results"

                                       -9-

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


Pursuant  to the  requirements  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.



                                  SIMTEK CORPORATION
                                  (Registrant)



August 11, 1997                   By  /s/  RICHARD L. PETRITZ
                                     -----------------------------------------
                                     RICHARD L. PETRITZ
                                     Chief Executive Officer and
                                       Chief Financial Officer (acting)




August 11, 1997                   By  /s/ DOUGLAS MITCHELL
                                     ------------------------------------------
                                     DOUGLAS MITCHELL
                                     Chief Operating Officer and Executive Vice
                                     President



















                                      -10-