UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

                       ----------------------------------

(Mark One)

[X]     Quarterly  Report  Under Section 13 or 15 (d) of the Securities Exchange
        Act of 1934 for the quarterly period ended March 31, 2005

[ ]     Transition Report Under Section 13 or 15(d) of the Exchange Act


                         Commission file number 0-19027


                               SIMTEK CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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



              4250 Buckingham Dr. #100; Colorado Springs, CO 80907
             -----------------------------------------------------
               (Address of principal executive offices)(Zip Code)

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

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

The total number of shares of Common Stock issued and outstanding as of May 12,
2005 was 69,868,168.



<PAGE>

                               SIMTEK CORPORATION

                                      INDEX

                      For the Quarter Ended March 31, 2005

PART 1. FINANCIAL INFORMATION

     ITEM 1                                                                 Page
                                                                            ----
          Condensed Consolidated Balance Sheets as of
          March 31, 2005 and December 31, 2004                                 3

          Condensed Consolidated Statements of Operations for
          the three months ended March 31, 2005 and 2004                       4

          Condensed Consolidated Statements of Cash Flows for
          the three months ended March 31, 2005 and 2004                       5

          Notes to Condensed Consolidated Financial Statements              6-10

     ITEM 2

          Managements Discussion and Analysis of Financial Condition and
          Results of Operations                                               11

     ITEM 3

          Quantitative and Qualitative Disclosures about Market Risk          18

     ITEM 4

          Controls and Procedures                                             19

PART 2. OTHER INFORMATION

     ITEM 1    Legal Proceedings                                              20

     ITEM 2    Unregistered Sales of Equity Securities and
               Use of Proceeds                                                20

     ITEM 3    Defaults Upon Senior Securities                                20

     ITEM 4    Submission of Matters to a Vote of Security Holders            20

     ITEM 5    Other Information                                              20

     ITEM 6    Exhibits and Reports on Form 8-K                               20

SIGNATURES                                                                    21





                                       2
<PAGE>
<TABLE>
<CAPTION>

                                              SIMTEK CORPORATION
                                    CONSDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                                               March 31, 2005        December 31, 2004
                                                                               --------------        -----------------
                                                                                (Unaudited)
<S>                                                                             <C>                    <C>
CURRENT ASSETS:

     Cash and cash equivalents                                                  $  1,456,201           $  2,146,790
     Accounts receivable - trade, net                                              1,661,737              2,777,164
     Inventory, net                                                                2,351,381              1,869,842
     Prepaid expenses and other current assets                                       108,696                131,099
                                                                                ------------           ------------
         Total current assets                                                      5,578,015              6,924,895
EQUIPMENT AND FURNITURE, net                                                       1,025,901                942,790
DEFERRED FINANCING COSTS                                                              70,535                 74,684
OTHER ASSETS                                                                          27,180                 33,450
                                                                                ------------           ------------
     TOTAL ASSETS                                                               $  6,701,631           $  7,975,819
                                                                                ============           ============


                       LIABILITES AND SHAREHOLDERS' EQUITY
                       -----------------------------------

CURRENT LIABILITIES:
     Accounts payable                                                           $  1,839,206           $  2,122,923
     Accrued expenses                                                                479,544                582,615
     Accrued vacation payable                                                        225,856                189,815
     Accrued wages                                                                    71,373                 31,205
     Obligation under capital leases                                                  50,951                 47,310
     Debentures, current                                                             286,854                     --
                                                                                ------------           ------------
         Total current liabilities                                                 2,953,784              2,973,868
DEBENTURES, NET OF CURRENT                                                         2,713,146              3,000,000
OBLIGATIONS UNDER CAPITAL LEASES, NET OF CURRENT PORTION                                  --                 13,024
                                                                                ------------           ------------
         Total liabilities                                                         5,666,930              5,986,892
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
     Preferred stock, $1.00 par value; 2,000,000 shares authorized,
         none issued                                                                      --                     --
     Common stock, $.01 par value; 300,000,000 shares authorized,
         63,057,936 and 62,881,679 shares issued and outstanding
         at March 31, 2005 and December 31, 2005, respectively                       630,579                628,817
     Additional paid-in capital                                                   41,834,812             41,778,120
     Treasury stock, at cost; 10,000 shares                                          (12,504)               (12,504)
     Accumulated deficit                                                         (41,418,186)           (40,405,506)
                                                                                ------------           ------------
         Total shareholders' equity                                                1,034,701              1,988,927
                                                                                ------------           ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $  6,701,631           $  7,975,819
                                                                                ============           ============



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

</TABLE>

                                                     3
<PAGE>
<TABLE>
<CAPTION>


                                         SIMTEK CORPORATION
                          CONDENDSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)

                                                                        For the three months ended March 31,
                                                                        ------------------------------------
                                                                         2005                        2004
                                                                         ----                        ----
<S>                                                                 <C>                         <C>
NET SALES                                                           $  3,473,990                $  3,498,835

     Cost of sales                                                     2,334,689                   2,429,917
                                                                    ------------                ------------

GROSS MARGIN                                                           1,139,301                   1,068,918

OPERATING EXPENSES:
     Research and development costs                                    1,294,400                   1,313,260
     Sales and marketing                                                 468,066                     456,694
     General and administrative                                          335,890                     277,954
                                                                    ------------                ------------

                  Total operating expenses                             2,098,356                   2,047,908
                                                                    ------------                ------------

LOSS FROM OPERATIONS                                                    (959,055)                   (978,990)

OTHER INCOME (EXPENSE):
     Interest income                                                       5,207                       7,804
     Interest expense                                                    (58,032)                    (61,125)
     Other expense                                                          (800)                     (4,810)
                                                                    ------------                ------------

                  Total other income (expense)                           (53,625)                    (58,131)
                                                                    ------------                ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                              $ (1,012,680)               $ (1,037,121)

     Provision for income taxes                                               --                          --
                                                                    ------------                ------------

NET LOSS                                                            $ (1,012,680)               $ (1,037,121)
                                                                    ============                ============

NET LOSS PER COMMON SHARE:
     Basic and diluted EPS                                          $       (.02)               $       (.02)
                                                                    ============                ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
     Basic and diluted                                                62,934,158                  57,023,653
                                                                    ============                ============


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


                                                     4
<PAGE>
<TABLE>
<CAPTION>


                                         SIMTEK CORPORATION
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (unaudited)

                                                                                  Three Months Ended March 31,
                                                                                  ----------------------------
                                                                                    2005                 2004
                                                                                    ----                 ----
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                                                                   $(1,012,680)          $(1,037,121)
     Adjustments to reconcile net loss to net cash used in operating
         Activities:
         Depreciation and amortization                                              132,031               116,936
         Loss on disposal of assets                                                      --                13,165
         Net change in allowance accounts                                            49,425                 2,084
         Deferred financing fees                                                      4,149                 4,149
         Changes in assets and liabilities:
          (Increase) decrease in:
              Accounts receivable                                                 1,133,846               (55,625)
              Inventory                                                            (500,366)             (963,716)
              Prepaid expenses and other                                             22,403                 1,133
          Increase (decrease) in:
              Accounts payable                                                     (283,717)              982,479
              Accrued expenses                                                      (72,994)              (69,400)
                                                                                -----------           -----------
         Net cash used in operating activities                                     (527,903)           (1,005,916)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture, net                                      (208,872)              (59,359)
                                                                                -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on notes payable and line of credit                                        --              (150,000)
     Payments on capital lease obligation                                           (12,269)              (35,856)
     Exercise of stock options                                                       58,455               187,713
                                                                                -----------           -----------
         Net cash provided by financing activities                                   46,186                 1,857
                                                                                -----------           -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                          (690,589)           (1,063,418)

CASH AND CASH EQUIVALENTS, beginning of period                                    2,146,790             3,431,679
                                                                                -----------           -----------
CASH AND CASH EQUIVALENTS, end of period                                        $ 1,456,201           $ 2,368,261
                                                                                ===========           ===========

Cash paid for interest                                                          $    56,908           $    62,050
                                                                                ===========           ===========


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


                                                   5
<PAGE>


                               SIMTEK CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

     The financial statements included herein are presented in accordance with
the requirements of Form 10-Q and consequently do not include all of the
disclosures normally made in the registrant's annual Form 10-K or 10-KSB filing.
These financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report and Form
10-KSB and Annual Report and Form 10-KSB/A for Simtek Corporation ("Simtek" or
the "Company") filed on March 17, 2005 and May 11, 2005, respectively for fiscal
year 2004.

     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 accounting principles generally
accepted in the United States of America. Results of operations for the interim
periods are not necessarily indicative of the results of operations for the full
fiscal year.

     Stock-Based Compensation
     ------------------------

     As permitted under the SFAS No. 123, Accounting for Stock-Based
Compensation, the Company accounts for its stock-based compensation in
accordance with the provisions of Accounting Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees. As such, compensation expense is
recorded on the date of grant if the current market price of the underlying
stock exceeds the exercise price. Certain pro forma net loss and EPS disclosures
for employee stock option grants are included below as if the fair value method
as defined in SFAS No. 123 had been applied. Transactions in equity instruments
with non-employees for goods or services are accounted for by the fair value
method.

     Had compensation cost been determined based on the fair value at the grant
dates for awards under employee stock based compensation plans consistent with
the fair value method, the Company's net loss and EPS would have been increased
to the pro forma amounts indicated below.
<TABLE>
<CAPTION>

                                                                         Three Months Ended March 31,
                                                                         ----------------------------
                                                                            2005             2004
                                                                            ----             ----
    <S>                                                               <C>                <C>
    Net loss as reported                                              $ (1,012,680)      $ (1,037,121)
      Add: Stock based compensation included in reported
      Net loss                                                                   -                  -
      Deduct: Fair value of stock based compensation                      (140,853)          (177,186)
                                                                      ------------       ------------
      Proforma net loss                                               $ (1,153,533)      $ (1,214,307)
                                                                      ============       ============

    Net loss as reported - basic and diluted                          $       (.02)      $       (.02)
    Proforma net loss - basic and diluted                             $       (.02)      $       (.02)
</TABLE>


    The fair value of each option granted in three months ending March 31,
    2005 and 2004 were estimated on the date of grant using the
    Black-Scholes option-pricing model with the following:

                                                Three Months Ended March 31,
                                                ----------------------------
                                                 2005                 2004
                                                 ----                 ----
      Expected volatility                       82.93%               122.2%
      Risk-free interest rate                    3.39%                 2.0%
      Expected dividends                          -                     -
      Expected terms (in years)                  4.0                   4.0




                                       6
<PAGE>


                               SIMTEK CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   LIQUIDITY

     During the three months ended March 31, 2005 and the twelve months ended
December 31, 2004, the Company incurred a net loss of approximately $1,013,000
and $3,670,000, respectively and has an accumulated deficit of $41,418,000 as of
March 31, 2005. The Company was also not in compliance with its debentures
throughout 2004 and the first three months of 2005, but was successful in
obtaining waivers through April 1, 2006 from the debenture holders. The Company
has working capital of approximately $2,624,000 as of March 31, 2005.

     The Company operates in a volatile industry, whereby its average selling
prices and product costs are influenced by competitive factors. Furthermore, the
Company continues to incur significant research and development costs for
product development. These factors create pressures on sales, costs, earnings
and cash flows, which will impact liquidity.

     If the Company is unable to achieve profitable operations in 2005 it may
result in increased liquidity pressure on the Company, whereby it might be
required to enter into debt or equity arrangements that may not be as otherwise
favorable to the Company.

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) is effective for public companies for annual periods beginning
after June 15, 2005, supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees, and amends SFAS No. 95, Statement of Cash Flows.

     SFAS No. 123(R) requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the income statement based
on their fair values. Pro-forma disclosure is no longer an alternative. The new
standard will be effective for us beginning January 1, 2006. We have not yet
completed our evaluation but expect the adoption to have an effect on the
financial statements similar to the pro-forma effects reported above.

4.   REVENUE RECOGNITION

     Revenue Recognition, Semiconductor Products - Product sales revenue is
recognized when a valid purchase order has been received with a fixed price and
the products are shipped to customers FOB origin (Colorado Springs, Colorado),
including distributors. Based on historic business with the majority of the
Company's customers and, in the case of new customers, the Company is reasonably
assured that collectibility on our shipments will occur. Customers receive a
one-year product warranty and sales to distributors are subject to a limited
product exchange program and a price protection in the event of changes in the
Company's product price. The Company provides a reserve for possible product
returns, product price protection and warranty costs at the time the sale is
recognized. The Company has a detailed procedure to ensure that its estimates
for reserves are reasonable and reliable. The reserve for product returns is
based on the actual inventory value of the Company's semiconductor products held
by its distributors. The Company's distributors are permitted to rotate up to 5%
of their stock every six months with the stipulation that they must submit a
replacement order of equal dollar value to the stock that they are returning.
The reserve for price protection is used when the Company authorizes special
pricing to one of its distributors for a specific customer. To date, the
estimates have not been materially different from the credits we have issued
under these reserves.



                                       7
<PAGE>


                               SIMTEK CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     Revenue Recognition, Government Contracts - Revenues from cost-plus-fee
contracts are recognized on the basis of costs incurred during the period plus
the fee earned. Revenues from fixed-price contracts are recognized on the
percentage-of-completion method. The percentage-of-completion is measured by the
total costs incurred to date to estimate total costs for each contract. This
method is used because management considers costs incurred to be the best
available measure of progress on these contracts. Because of inherent
uncertainties in estimating costs, it is reasonably possible that the estimates
used will change within the near term.

5.   Inventories

     The Company records inventory using the lower of cost (first-in,
     first-out) or market. Inventory at March 31, 2005 and December 31, 2004
     included:
<TABLE>
<CAPTION>

                                               March 31, 2005     December 31, 2004
     <S>                                       <C>                 <C>


     Raw Materials                             $       70,211      $        68,955
     Work in progress                               1,831,113            1,765,044
     Finished Goods                                   637,464              204,423
                                               --------------      ---------------
                                                    2,538,788            2,038,422
     Less reserves for excess inventory              (187,407)            (168,580)
                                               ---------------     ----------------
                                               $    2,351,381      $     1,869,842
                                               ==============      ===============
</TABLE>

6.   CONVERTIBLE DEBENTURES

     On July 1, 2002, the Company received funding of $3,000,000 in a financing
transaction with Renaissance Capital Growth and Income Fund III, Inc.,
Renaissance US Growth & Investment Trust PLC and BFSUS Special Opportunities
Trust PLC. RENN Capital Group, Inc. is the agent for these investment funds. One
of the Company's directors holds the position of Senior Vice President of RENN
Capital Group. The $3,000,000 funding consists of convertible debentures with a
7-year term at a 7.5% per annum interest rate. Each fund equally invested
$1,000,000. The holder of the debenture shall have the right, at any time, to
convert all, or in multiples of $100,000, any part of the debenture into fully
paid and nonassessable shares of Simtek common stock. The debentures are
convertible into Simtek common stock at $0.312 per share, which was in excess of
the market price per share on July 1, 2002. Based on the conversion rate of
$0.312 per share, it would entitle each fund to 3,205,128 shares of Simtek
common stock. From March 1, 2003 through March 31, 2005, the Company was not in
compliance with two of the covenants set forth in the loan agreement. These
covenants relate to the interest coverage ratio and debt to equity ratio. On May
10, 2005, the Company received a waiver for the two covenants through April 1,
2006. However, significant variances in future actual operations from the
Company's current estimates could result in the reclassification of this note to
current liabilities. If the Company is in default of the covenants for a period
of 30 days it is considered a default under the debenture agreement and the
lender may declare the unpaid principal amount and all accrued interest thereon
due and payable. In addition, if the Company defaults under the debenture
agreement the lender may, among other things, foreclose on our collateral on
which it has a security interest. The lender has a security interest in
substantially all of our assets.

     If the debentures are not redeemed prior to June 28, 2005, the Company is
required to begin making principal installment payments on a monthly basis. The
amount of each installment will be $10 per $1,000 of the remaining principal
amount. We have classified the total amount of the expected payments to be made
over the next twelve months as a current liability.

                                       8
<PAGE>


                               SIMTEK CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


7.   GEOGRAPHIC CONCENTRATION

     Sales of the Company's semiconductor products by location for the three
months ended March 31, 2005 and 2004 were as follows (as a percentage of
semiconductor product sales only):

                                                   Three Months Ended
                                                         March 31,
                                                         ---------
                                                   2005              2004
                                                   ----              ----

     United States                                  28%               41%
     Europe                                         17%               10%
     Far East                                       44%               43%
     All Others                                     11%                6%
                                                 ------           -------
                                                   100%              100%
                                                 ======           =======

8.   BUSINESS SEGMENTS

     The Company has two reportable segments. One segment designs and produces
semiconductor devices for sale into the semiconductor market. The second
segment, Q-DOT Group, Inc., which is operated as a wholly-owned subsidiary,
specializes in advanced technology research and development for data
acquisition, signal processing, imaging and data communications that is
supported by government and commercial contracts. Although both segments are
managed as part of an integrated enterprise, they are reported herein in a
manner consistent with the internal reports prepared for management.

     Transactions between reportable segments are recorded at cost.
Substantially all operating expenses are identified by segment. Substantially
all of the Company's assets are located in the United States of America.

     Description                                    Three Months Ended
                                                    ------------------
                                                          March 31,
                                                          ---------
                                                  2005                 2004
                                                  ----                 ----
     Net Sales:
          Semiconductor Devices             $   2,975,895         $   2,935,669
          Government Contracts                    498,095               563,166
                                            -------------         -------------

          Total                             $   3,473,990         $   3,498,835
                                            =============         =============

     Net Profit (Loss):
          Semiconductor Devices             $    (986,385)        $  (1,066,984)
          Government Contracts                    (26,295)               29,863
                                            -------------         -------------

          Total                             $  (1,012,680)        $  (1,037,121)
                                            =============         =============


9.   SUBSEQUENT EVENTS

     On May 5, 2005, the Company closed a Production and Development Agreement
with Cypress Semiconductor Corporation, or Cypress, to jointly develop a
0.13-micron Silicon-Oxide-Nitride-Oxide-Silicon (SONOS) nonvolatile memory
process. The Company and Cypress will work together to add the SONOS nonvolatile
capability to Cypress's baseline CMOS process, which is in production at its


                                       9
<PAGE>


                               SIMTEK CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Minnesota wafer fabrication plant. The Company will use the technology to
produce a family of 4-megabit nvSRAM and Value-Added-Memory products. In
connection with the Production and Development Agreement, the Company and
Cypress closed a Share Purchase Agreement on May 5, 2005, pursuant to which
Cypress purchased 6,740,816 shares of the Company's common stock for $4,000,000
and acquired a warrant to purchase 5,055,612 shares of the Company's common
stock at an exercise price of $0.7772. The warrant has a ten-year term. The
Company and Cypress also entered into an Escrow Agreement pursuant to which the
Company deposited $3 million into an escrow account in order to support and make
certain payments for the 0.13-micron SONOS process and product developments.


































                                       10
<PAGE>


                               SIMTEK CORPORATION

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following discussion and analysis in this quarterly report on Form 10-Q
is intended to provide greater details of the results of operations and
financial condition of our Company. The following discussion should be read in
conjunction with our condensed consolidated financial statements and notes
thereto and other financial data included elsewhere herein. Certain statements
under this caption constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The reader should not place undue reliance on these forward looking
statements for many reasons including those risks discussed in this document. In
addition, when used in this quarterly report, the words "believes,"
"anticipates," "expects," "plans," "intends" and similar expressions are
intended to identify forward-looking statements. Forward-looking statements and
statements of expectations, plans and intent are subject to a number of risks
and uncertainties. Actual results in the future could differ materially from
those described in the forward-looking statements, as a result, among other
things, of changes in technology, customer requirements and needs, among other
factors. We undertake no obligation to release publicly the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and the related disclosures. Our
accounting policies are discussed in Note 1 of the Notes to Consolidated
Financial Statements included in our 2004 Form 10-KSB. The estimates used by us
are based upon our historical experiences combined with our understanding of
current facts and circumstances. Certain of our accounting polices are
considered critical as they are both important to the portrayal of our financial
condition and the results of our operations and require significant or complex
judgments on our part. We believe that the following represent the critical
accounting policies of Simtek as described in Financial Reporting Release No.
60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies,
which was issued by the Securities and Exchange Commission: inventories;
deferred income taxes; allowance for doubtful accounts; and, allowance for sales
returns.

     The valuation of inventories involves complex judgments on our part. Excess
finished goods inventories are a natural component of market demand of
semiconductor devices. We continually evaluate and balance the levels of
inventories based on sales projections, current orders scheduled for future
delivery and historical product demand. While certain finished goods items will
sell out, quantities of other finished goods items will remain. These finished
goods are reserved as excess inventory. We believe we have adequate controls
with respect to the amount of finished goods inventories that are anticipated to
become excess. While we believe this process produces a fair valuation of
inventories, changes in general economic conditions of the semiconductor
industry could materially affect valuation of our inventories.

     The allowance for doubtful accounts reflects a reserve that reduces
customer accounts receivable to the net amount estimated to be collectible.
Estimating the credit worthiness of customers and the recoverability of customer
accounts requires us to exercise considerable judgment. In estimating
uncollectible amounts, we consider factors such as industry specific economic
conditions, historical customer performance and anticipated customer
performance. While we believe our processes to be adequate to effectively
quantify our exposure to doubtful accounts, changes in industry or specific
customer conditions may require us to adjust our allowance for doubtful
accounts.



                                       11
<PAGE>

                               SIMTEK CORPORATION


     The allowance for sales returns consists of two separate segments,
distributor stock rotation and distributor price reductions. When we record the
allowance, the net method reduces customer accounts receivables and gross sales.
Generally, we calculate the stock rotation portion of the allowance based upon
distributor inventory levels. The contracts we have with our distributors allow
them to return to us up to 5% of their inventory in exchange for inventory that
better meets their demands. We believe that our processes to adequately predict
our allowance for sales returns are effective in quantifying our exposures due
to industry or specific customer conditions. At times, we are required to allow
our distributors to lower the selling price of a specific device in order to
meet competition. When this occurs, we record an allowance for potential credit
that our distributors will be requesting. This allowance is based on approved
pricing changes, inventory affected and historical data. We believe that our
processes to adequately predict our allowance for distributor price reductions
are effective in quantifying our exposures due to industry or specific customer
conditions.

     We record an allowance that directly relates to the warranty of our
products for one year. The allowance for warranty return reduces our gross
sales. This allowance is calculated by looking at annual revenues and historical
rates of our products returned due to warranty issues. While we believe this
process adequately predicts our allowance for warranty returns, changes in the
manufacturing or design of our product could materially affect valuation of our
warranties.

     We have various government contracts that are subject to audit by the
United States Government. However, audits for the periods ending December 31,
2003 and December 31, 2004 have not been completed. In addition, certain of
these contracts are based on our estimate as to their percentage of completion
as of the balance sheet date. Our historical experience has not resulted in a
material adjustment to prior recorded revenue amounts.

     We have recorded a valuation allowance on deferred tax assets. Future
operations may change our estimate in connection with potential utilization of
these assets.

Overview

     Total unit shipments of our semiconductor memory products were essentially
the same for the three months ended March 31, 2005 as compared to the three
months ended March 31, 2004. Our net revenue was $3,474,000 for the three months
ended March 31, 2005 down from the $3,499,000 for the comparable period of 2004.
This decrease was due primarily to a decrease in revenue from the research and
development contracts portion of our business.

     Increased operating expenses had an impact on our profitability for the
three months ended March 31, 2005 compared to the three months ended March 31,
2004 which were offset by higher gross profit margins.

Results of Operations:

     Revenues - Semiconductor Devices.

     The following table sets forth our net revenues for semiconductor devices
by product markets for the three months ended March 31, 2005 and 2004 (in
thousands):


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<PAGE>

                               SIMTEK CORPORATION


                                                      Three Months Ended
                                                      ------------------
                                                          March 31,
                                                          ---------
                                                 2005        2004      Variance
                                                 ----        ----      --------

     Commercial                                $  2,407    $   2,500   $    (93)
     High-end industrial and military               569          436   $    133
                                               --------    ---------   --------

     Total Semiconductor Revenue               $  2,976    $   2,936   $     40
                                               ========    =========   ========

     Commercial revenues include revenue generated from our legacy products
(products built on silicon wafers received from Chartered) and from our 25
micron products (products built on silicon wafers received from DongbuAnam).
Commercial revenues decreased by $93,000 for the three months ended March 31,
2005 as compared to the three months ended March 31, 2004. The decrease was
primarily due to a decrease in average selling prices, which was primarily due
to increased price competition at our largest, high-volume customers and their
subcontractors.

     High-end industrial and military product revenues accounted for an increase
of approximately $133,000 for the three months ended March 31, 2005 as compared
to the same period in 2004. The increase was due primarily to completing
shipments of our nonvolatile semiconductor memory products against on-going
military contracts.

     Three distributors accounted for approximately 52% of our semiconductor
devices product sales for the quarter ended March 31, 2005. Products sold to
distributors are sold without material recourse. Distributors sell our products
to various end customers. If one of these distributors was to terminate its
relationship with us, we believe that there would not be a material impact on
our product sales.

Cost of Sales and Gross Margin - Semiconductor devices

     We recorded cost of sales for semiconductor devices of $2,071,000 and
$2,113,000 for the three months ended March 31, 2005 and 2004, respectively.
These costs reflect an approximate 5% increase in gross margin percentages for
the three months ended March 31, 2005 as compared to the same period in 2004.
Actual gross margin percentages for the three months ended March 31, 2005 and
March 31, 2004 were 33% and 28% respectively. This increase was due primarily to
increased sales of high-end industrial and military products and decreased
production costs of our commercial products.

     During the first three months of 2005, we purchased all of our silicon
wafers to produce 0.8 micron nonvolatile static random access memory products
from a single supplier, Chartered, to support sales of our nonvolatile
semiconductor memory products. Sales of products built on these wafers accounted
for approximately 92% of our semiconductor product revenue for the first three
months of 2005. We purchased silicon wafers to produce our family of 1-megabit
nonvolatile static random access memory products built on 0.25 micron technology
from DongbuAnam. Sales of the 1-megabit semiconductor products built on these
wafers accounted for approximately 8% of our semiconductor product revenue for
the first three months of 2005.

Research and Development - Semiconductor devices

     We believe that continued investments into new product development are
required for us to remain competitive in the markets we serve. Beginning in the
fourth quarter 2001, our research and development department has been focusing
its efforts on developing a 3-volt 256-kilobit nonvolatile semiconductor memory



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<PAGE>

                               SIMTEK CORPORATION


and the installation of our process at DongbuAnam for the development of a
1-megabit 3-volt nonvolatile semiconductor memory. Currently, our research and
development department has been focusing on yield improvement and qualification
of our 1-megabit 3-volt nonvolatile semiconductor memory product family. We are
currently shipping our family of 1-megabit nonvolatile semiconductor memory
products tested to production requirements on a provisional qualification and
plan to have qualification complete in mid-2005.

     Total research and development expenses related to the semiconductor
portion of our business were $1,145,000 for the three months ended March 31,
2005 as compared to $1,204,000 for the same period in 2004.

     The $59,000 decrease for the three month period was related to increases in
payroll and payroll overhead costs of $52,000 and a $28,000 increase in
equipment leases and maintenance agreements for software and depreciation. These
increases were offset by decreases in product development costs of $137,000 and
miscellaneous other expenses of $2,000. The $52,000 increase in payroll and
payroll overhead costs and $28,000 increase in equipment leases and maintenance
agreements was a direct result of increased headcount. The $137,000 decrease in
product development costs was primarily due to the 1-megabit product family
becoming suitable for production purposes and a decrease in product development
costs related to our data-communication products

Administration - Semiconductor Devices

     Total administration expenses related to the semiconductor portion of our
business were $293,000 for the three months ended March 31, 2005 as compared to
$247,000 for the same period in 2004.

     The $46,000 increase was due primarily to an increase in professional
services, director's compensation, and an increase in payroll costs. During this
period an extensive market study was performed by our Chairman, Harold
Blomquist, under contract to validate our nonvolatile memory market opportunity
and product development direction

Marketing - Semiconductor Devices

         Total marketing expenses related to the semiconductor portion of our
business were $401,000 for the three months ended March 31, 2005 as compared to
$385,000 for the same period in 2004.

     The $16,000 increase was due primarily to an increase in payroll and
payroll overhead costs of $52,000 and a decrease of $36,000 in sales commissions
and miscellaneous other expenses. The increase in payroll was a direct result of
headcount additions.

Net Loss - Semiconductor Devices

     We recorded a net loss of approximately $1,013,000 and $1,037,000 for the
three months ended March 31, 2005 and 2004, respectively, for semiconductor
devices. The decrease of $24,000 was due primarily to the net effect of
increased gross margins more than offsetting an increase in operating expenses.

Revenues - Government Contracts

     The following table sets forth our net revenue from our government
contracts portion of our business for the three months ended March 31, 2005 and
2004 (in thousands):


                                       14
<PAGE>




                                                Three Months Ended
                                                ------------------
                                                     March 31,
                                                     ---------
                                           2005         2004       Variance
                                           ----         ----       --------

     Government Contracts             $     498    $     563  $     (65)

     The decrease of revenue for the three-month period ending March 31, 2005
was the result of a decrease in allowable billable hours and a decrease in
materials and services that were invoiced against development contracts.

Costs of Sales and Gross Margin - Government Contracts

         The costs of sales for the government contracts portion of our business
were $263,000 and $317,000 for the three months ended March 31, 2005 and March
31, 2004, respectively. These were equivalent to gross margin percentages of
approximately 47 % and 43%, respectively. The increase in gross margin
percentage was primarily due to a decrease in actual materials and services
consumed that are related to certain contracts. Materials and services have a
minimal profit margin.

Research and Development - Government Contracts

     Total research and development expenses related to the government contracts
portion of our business were $149,000 and $109,000 for the three months ended
March 31, 2005 and 2004, respectively.

     The $40,000 increase for the three-month period as compared to the same
period in 2004 was related to increases in employee related expenses of $30,000
and $10,000 for maintenance agreements for software. The $30,000 increase in
employee related expenses was due to training expense for new employees and less
overhead that was transferred to the semiconductor portion of the business in
the first three months of 2005 as compared to the first three months in 2004.

Administration - Government Contracts

     Total administration expenses related to the government contracts portion
of our business were $43,000 and $31,000 for the three months ended March 31,
2005 and 2004, respectively.

     The $12,000 increase in administration costs related to the government
contracts portion was primarily due to increased payroll and payroll related
expenses. In the first three months of 2004, personnel from the government
contract subsidiary performed more work for the semiconductor portion of the
business, thus reducing its administration expenses in the three month period
ending March 31, 2004.

Marketing - Government Contracts

     Total marketing expenses related to the government contracts portion of our
business were $67,000 and $72,000 for the three months ended March 31, 2005 and
2004, respectively. The $5,000 decrease was due to reduced labor being charged
to marketing activities.

Net Income (Loss) - Government Contracts

     We recorded a net loss of $27,000 for the three months ended March 31, 2005
as compared to a net income of $30,000 for the three months ended March 31, 2004


                                       15
<PAGE>

                               SIMTEK CORPORATION


for the government contracts portion of our business. The increase in net loss
was due primarily to decreased revenue and an increase in research and
development costs.

Liquidity and Capital Resources

     As of March 31, 2005, we had a net working capital of $2,624,231 as
compared to a net working capital of $4,319,543 as of March 31, 2004.

     On May 5, 2005, we closed a Production and Development Agreement with
Cypress Semiconductor Corporation, or Cypress, to jointly develop a 0.13-micron
Silicon-Oxide-Nitride-Oxide-Silicon (SONOS) nonvolatile memory process. We will
work with Cypress to add the SONOS nonvolatile capability to Cypress's baseline
CMOS process, which is in production at its Minnesota wafer fabrication plant.
We will use the technology to produce a family of 4-megabit nvSRAM and
Value-Added-Memory products. In connection with the Production and Development
Agreement, we closed a Share Purchase Agreement with Cypress on May 5, 2005,
pursuant to which Cypress purchased 6,740,816 shares of our common stock for
$4,000,000 and acquired a warrant to purchase 5,055,612 shares of our common
stock at an exercise price of $0.7772. The warrant has a ten-year term. We also
entered into an Escrow Agreement with Cypress pursuant to which we deposited $3
million into an escrow account in order to support and make certain payments for
the 0.13-micron SONOS process and product developments.

     On October 12, 2004, we closed a $2,500,000 equity financing with three
separate investment funds, SF Capital Partners, Ltd., Bluegrass Growth Fund LP
and Bluegrass Growth Fund LTD. In exchange for the $2,500,000, we issued
4,127,967 shares of our common stock to SF Capital Partners, Ltd, 515,996 shares
of our common stock to Bluegrass Growth Fund LP and 515,996 shares of our common
stock to Bluegrass Growth Fund LTD. The purchase price was based on a 15%
discount to the closing price of our common stock as reported on the
Over-the-Counter Bulletin Board on October 11, 2004, resulting in a price of
$0.4845 per share. In addition to the shares of common stock, SF Capital
Partners Ltd., Bluegrass Growth Fund LP, and Bluegrass Growth Fund LTD received
warrants to acquire 2,063,984, 257,998, and 257,998 shares of our common stock,
respectively. The warrants have a 5-year term with an exercise price of $0.627
per share. Merriman Curhan Ford & Co., the placement agent for the $2,500,000
equity financing received a cash payment of $187,500 and warrants to acquire
386,997 shares of our common stock.

     On November 7, 2003, we closed a $1,500,000 equity financing with RENN
Capital. In exchange for the $1,500,000, we issued 550,661 shares of our common
stock to each of the three investment funds for a total of 1,651,982 shares of
our common stock. The purchase price was based on the average closing price of
our common stock as reported on the Over-the-Counter Bulletin Board over the
five trading days before closing, which average closing price was $0.908 per
share. In addition to the shares of common stock, each fund received warrants to
acquire 250,000 shares of our common stock. The warrants have a 5-year term with
125,000 shares being exercisable at $1.25 per share and 125,000 shares being
exercisable at $1.50 per share.

     On July 1, 2002, we received $3,000,000 in a financing transaction with
RENN Capital pursuant to a Convertible Loan Agreement. One of our directors
holds the position of Senior Vice President of RENN Capital Group. From April 1,
2003 through March 31, 2005, we were not in compliance with two of the covenants
set forth in the loan agreement, which covenants relate to the interest coverage
ratio and debt to equity ratio. On May 10, 2005, we received a waiver for the
two covenants through April 1, 2006. However, significant variances in future
actual operations from our current estimates could result in the
reclassification of this note to current liabilities.

     Cash flows used in operating activities for the three months ended March
31, 2005 decreased approximately $475,000 as compared to the same period in
2004. The decrease was due primarily to inventory increases of $500,000 and


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<PAGE>

                               SIMTEK CORPORATION


decreases in accounts payable and accrued expenses of $360,000 since the end of
2004. This compares to increases of $960,000 in inventory and $910,000 in
accounts payable and accrued expenses for the same period in 2004. The increase
in inventory for the three months ended March 31, 2005 was due primarily to
increased purchases of raw materials to ramp production of our 1-megabit family
of nonvolatile semiconductor memory products. Over the next six months, we
expect to continue our effort to lower the inventory levels of our 0.8-micron
family of nonvolatile semiconductor memory products. The increase in accounts
payable and accrued expenses for the three months ended March 31, 2005 was a
direct result of the increase in inventory levels.

     Accounts receivable and prepaid expenses decreased approximately $1,155,000
since the end of 2004. This compares to decreases of $55,000 in accounts
receivable and prepaid expenses for the same period in 2004. The decrease in
accounts receivable was primarily the result of decreased revenue in the first
three months of 2005 as compared to the last three months of 2004.

     Cash flows used in investing activities increased by approximately $150,000
as compared to the same period in 2004. The increase was due to the purchase of
equipment related to the testing of our nonvolatile semiconductor memory
products.

     Cash flows provided by financing activities increased approximately $45,000
as compared to the same period in 2004. The increase was due primarily to the
completion of payments on a line of credit that occurred in the three-month
period ending 2004 as compared to the three months ending 2005. Cash received
from the exercise of employee stock options decreased $130,000 in the first
three months of 2005 as compared to the same period in 2004.

Short-term liquidity.

     Our cash balance at March 31, 2005 was $1,456,201.

     Our future liquidity will depend on our revenue growth and our ability to
sell our products at positive gross margins and control of our operating
expenses. Through December 31, 2005, we expect to spend approximately $6,000,000
for operating expenses assuming revenue growth. We expect to meet these capital
needs from sales revenues and, to the extent we do not have sufficient revenues,
from our existing cash reserves.

Long-term liquidity.

     The Company continues to evaluate its long term liquidity. The Company's
growth plans may require additional funding from outside sources. The Company is
in ongoing discussions with investment banking organizations to ensure access to
funds as required.








                                       17
<PAGE>

                               SIMTEK CORPORATION


ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk represents the risk of loss that may impact our financial
position, results of operations or cash flows due to adverse changes in
financial and commodity market prices and rates. We are exposed to market risk
in the areas of changes in United States interest rates and changes in foreign
currency exchange rates as measured against the United States dollar. These
exposures are directly related to our normal operating activities. We currently
have no derivative financial instruments.

     Interest payable on our convertible debentures is fixed at 7% over the term
of the debentures. As such, changes in interest rates will not affect future
expenses or cash flows.

     We manage interest income by investing our excess cash in cash equivalents
bearing variable interest rates, which are tied to various market indices. We do
not believe that near-term changes in interest rates will result in a material
effect on future earnings, fair values or cash flows.

     We do not speculate in the foreign exchange market and do not manage
exposures that arise in the normal course of business related to fluctuations in
foreign currency exchange rates by entering into offsetting positions through
the use of foreign exchange forward contracts.

     Average selling prices of our products have not increased significantly as
a result of inflation during the past several years, primarily due to intense
competition within the semiconductor industry. The effect of inflation on our
costs of production has been minimized through improvements in production
efficiencies. We anticipate that these factors will continue to minimize the
effects of any foreseeable inflation and other price pressures within the
industry and markets in which we participate.























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<PAGE>

                               SIMTEK CORPORATION


ITEM 4   CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Harold Blomquist, who serves as the Company's chief executive officer and chief
financial officer (acting), after evaluating the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report (the "Evaluation Date") concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported as specified in the SEC's rules and forms and to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is accumulated and communicated to our management
to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There were no changes in the Company's internal control over financial reporting
during the three months ended March 31, 2005, that have materially affected, or
are reasonably likely to materially affect, internal control over financial
reporting.
































                                       19
<PAGE>

                               SIMTEK CORPORATION


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             Exhibit 31      Certification pursuant to Section 302 of the
                             Sarbanes-Oxley Act of 2002

             Exhibit 32      Certification pursuant to Section 906 of the
                             Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K

             Form 8-K filed March 17, 2005 - Item 7.01: Other information:
             Press Release of Simtek Corporation, dated March 17, 2005,
             Simtek Reports 2004 Fourth Quarter and Year End Financial Results.


























                                       20
<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)



May 13, 2005                            By: /s/ Harold Blomquist
                                            ------------------------------------
                                            HAROLD BLOMQUIST
                                            Chief Executive Officer, President
                                            and Chief Financial Officer (Acting)






























                                       21