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, 1999

[ ]     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)

--------------------------------------------------------------------------------
              (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 2, 1999
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                             28,955,226



<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION



                                                       INDEX

                                          For Quarter Ended June 30, 1999

PART 1. FINANCIAL INFORMATION
         <S>                                                                                      <C>
         ITEM 1                                                                                   Page
                                                                                                  ----
                      Balance Sheets as of June 30, 1999 and
                      December 31, 1998                                                             3

                      Statements of Operations for the three months and six
                      months ended June 30, 1999 and 1998                                           4

                      Statements of Cash Flows for the six months ended
                      June 30, 1999 and 1998                                                        5

                      Notes to Financial Statements                                                 6

         ITEM 2

                      Management's Discussion and Analysis of Results of
                      Operations and Financial Condition                                          7-9

PART II. OTHER INFORMATION

         ITEM 1       Legal Proceedings                                                            10

         ITEM 2       Changes in Securities                                                        10

         ITEM 3       Defaults upon Senior Securities                                              10

         ITEM 4       Matters Submitted to a Vote of Securities Holders                            10

         ITEM 5       Other Information                                                            10

         ITEM 6       Exhibits and Reports on Form 8-K                                             10

SIGNATURES                                                                                         11
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                                SIMTEK CORPORATION

                                                  BALANCE SHEETS

              ASSETS
              ------                                                             June 30, 1999        December 31, 1998
                                                                                 -------------        -----------------
<S>                                                                          <C>                       <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $        1,923,643        $      2,149,820
   Certificate of deposit, restricted......................................             354,630                 100,000
   Accounts receivable - trade, net........................................           1,187,416                 744,754
   Inventory, net..........................................................             696,598                 915,905
   Prepaid expenses and other..............................................              40,295                  47,703
                                                                             ------------------------------------------

       Total current assets................................................           4,202,582               3,958,182

EQUIPMENT AND FURNITURE, net...............................................             190,514                 221,119

OTHER ASSETS...............................................................              55,021                  60,616
                                                                             ------------------------------------------

TOTAL ASSETS...............................................................  $        4,448,117        $      4,239,917
                                                                             ==========================================

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

CURRENT LIABILITIES:
   Accounts payable .......................................................  $          476,645        $        251,015
   Accrued expenses........................................................             204,769                 232,837
   Accrued wages...........................................................             221,475                 222,948
   Accrued vacation payable................................................              89,553                  70,743
   Payable to ZMD..........................................................             130,153                 130,153
                                                                             ------------------------------------------
       Total current liabilities...........................................           1,122,595                 907,696

CONVERTIBLE DEBENTURES.....................................................           1,500,000               1,500,000

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................                  -                       -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       28,955,226 and 28,745,226 shares issued and outstanding
       at June 30, 1999 and December 31, 1998, respectively................            289,552                 287,452
   Additional paid-in capital..............................................         29,793,041              29,760,875
   Accumulated deficit.....................................................        (28,257,071)            (28,216,106)
                                                                             -------------------------------------------
   Shareholder's equity....................................................          1,825,522               1,832,221
                                                                             -----------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $       4,448,117         $     4,239,917
                                                                             =========================================

                    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,
                                                                ---------------------------             -------------------------
                                                                  1999               1998                 1999             1998
                                                                  ----               ----                 ----             ----
<S>                                                          <C>              <C>                   <C>               <C>
NET SALES..................................................  $    1,937,669   $     1,801,948       $     3,306,307   $   3,341,279

     Cost of  sales........................................       1,214,699         1,015,389             2,034,096       1,824,600
                                                             ----------------------------------------------------------------------

GROSS MARGIN...............................................         722,970           786,559             1,272,211       1,516,679

OPERATING EXPENSES:
     Design, research and development......................         318,804           416,484               631,730         715,884
     Administrative........................................         103,602           109,243               209,950         224,405
     Marketing.............................................         238,382           209,083               426,125         401,647
                                                             ----------------------------------------------------------------------

         Total Operating Expenses..........................         660,788           734,810             1,267,805       1,341,936

INCOME FROM OPERATIONS.....................................          62,182            51,749                 4,406         174,743
                                                             ----------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................         (10,502)            4,352               (20,519)         18,769
     Other income (expense), net...........................         (24,260)           (2,813)              (24,852)         (4,843)
                                                             ----------------------------------------------------------------------

         Total other income (expense)......................         (34,762)            1,539               (45,371)         13,926
                                                             ----------------------------------------------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................          27,420            53,288               (40,965)        188,669

     Provision for income taxes............................               -                 -                     -          10,360
                                                             ----------------------------------------------------------------------

NET INCOME (LOSS)..........................................  $       27,420   $        53,288       $       (40,965)  $     178,309
                                                             ======================================================================

BASIC AND DILUTED EPS......................................  $         0.00   $          0.00       $          0.00   $         .01
                                                             ======================================================================

BASIC WEIGHTED AVERAGE SHARES
 OUTSTANDING...............................................      28,955,226        28,708,826            28,892,187      28,708,826

EFFECT OF DILUTIVE OPTIONS.................................         987,504         1,969,713                     -       2,056,008
                                                             ----------------------------------------------------------------------

DILUTIVE SHARES OUTSTANDING................................      29,942,730        30,678,539            28,892,187      30,764,834
                                                             ======================================================================



                    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,
                                                                                      -------------------------

                                                                                     1999                    1998
                                                                                     ----                    ----
<S>                                                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)................................................     $       (40,965)       $        178,309
     Adjustments to reconcile net income (loss) to net cash provided
        by (used in) operating activities:
           Depreciation and amortization..............................              68,567                  72,936
           Increase (decrease) in net change of reserve accounts                   (40,211)                154,422
           Deferred financing fees....................................               5,595                     687
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (372,842)               (484,371)
               Inventory..............................................             225,001                (448,431)
               Prepaid expenses and other ............................               7,408                (179,860)
           Increase (decrease) in:
               Accounts payable.......................................             225,630                (317,169)
               Accrued expenses.......................................             (46,034)                107,502
                                                                           ---------------------------------------
        Net cash provided by (used in) operating activities...........              32,149                (915,975)
                                                                           ---------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture .............................             (37,962)               (122,678)
     Interest received on certificate of deposit......................              (4,630)                      -
     Increase in restricted cash......................................            (250,000)               (100,000)
                                                                           ---------------------------------------

     Net cash used in investing activities............................            (292,592)               (222,678)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................              34,266                   9,207
     Proceeds from convertible debenture, net of deferred
        financing fees................................................                   -               1,442,267
                                                                           ---------------------------------------

        Net cash provided by financing activities.....................              34,266               1,451,474
                                                                           ---------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS.....................................................            (226,177)                312,821
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, beginning of period........................           2,149,820               1,475,599
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, end of period..............................     $     1,923,643        $      1,788,420
                                                                           =======================================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest...........................................     $        66,945        $            627
                                                                           =======================================

     Cash paid for income taxes.......................................     $             -        $         10,360
                                                                           =======================================

                    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 12, 1999 for fiscal year 1998.

           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 were derived from audited financial statements,  but
do 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 $1,937,669  for the second  quarter of 1999 and  $3,306,307 for the six
months  ended  June 30,  1999 up from the  $1,801,948  recorded  for the  second
quarter  1998 and down from the  $3,341,279  for the six  months  ended June 30,
1998.  The  product  sales were from the  Company's 4 kilobit,  16  kilobit,  64
kilobit and 256 kilobit nvSRAM product  families.  The increase in net sales for
the three months ended June 30, 1999 were  primarily from sales of the Company's
nvSRAM  products in the Far East  returning  to their  historic  levels with the
Company.  The  decrease in net sales for the six months  ended June 30, 1999 was
primarily  due to decreased  product  demand in Europe for the entire period and
the Far East  during the first  quarter.  Three  distributors  of the  Company's
nvSRAM products account for approximately 60% of the Company's net sales for the
second quarter 1999.  Products sold to  distributors  are re-sold to various end
customers.

           In the second quarter 1999, the Company purchased wafers built on 1.2
micron technology from Chartered  Semiconductor  Manufacturing Plc. of Singapore
("Chartered")  to  support  sales  of its  high end 64  kilobit  industrial  and
military devices and 16 kilobit commercial  devices.  The Company also purchased
wafers built on 0.8 micron  technology  from  Chartered.  Sales of devices built
with both types of wafers purchased from Chartered  accounted for  approximately
94% of the Company's  revenue for the second  quarter  1999.  The balance of the
Company's  revenue for the second  quarter 1999, was primarily from the sales of
commercial  64 kilobit and 256 kilobit  finished  units  purchased  from Zentrum
Mikroelektronik Dresden GmbH ("ZMD") in 1998.

           The Company saw a decrease of  approximately  7% in gross  margins in
the three  months and six months  ended June 30,  1999 as  compared  to the same
periods in 1998. The decrease in gross margin was due primarily to a decrease in
average  selling prices  associated  with large  production  volume orders and a
decrease in product sales from the high end industrial and military  products in
the first three months of 1999.

           Total  operating  expenses saw an approximate  decrease of $74,000 in
the three and six months ended June 30, 1999 as compared to the same two periods
in 1998.  Research and  development  saw the largest  decrease of  approximately
$98,000 and  $84,000,  respectively.  This  decrease  was  primarily  due to the
Company's  additional  costs  associated with the installation of its 64 kilobit
and 256 kilobit  products based on 0.8 micron  technology into Chartered  during
the first six months  ended June 30, 1998.  Administration  showed a decrease of
approximately  $6,000 and $14,000,  respectively,  which was  primarily due to a
decrease in  headcount.  Sales and  Marketing  saw an increase of  approximately
$30,000 and $24,000, respectively.  This increase was primarily due to increased
headcount.

           The Company recorded a net income of $27,420 in the second quarter of
1999  and a net loss of  $40,965  for the six  months  ended  June  30,  1999 as
compared  to a net  income of $53,288  for the second  quarter of 1998 and a net
income of $178,309 for the six months  ended June 30, 1998.  The decrease in net
income was primarily due to decreased gross margins.

           The change in cash flows from  operating  activities  was primarily a
result of an  increase  in  accounts  receivable,  a  decrease  in net change of
reserve  accounts,  a decrease in inventory,  a decrease in prepaid expenses and
other and an increase in accounts payable.  The accounts receivable increase was
due to an increased  level of billings at the end of the period  which  averages
approximately  45 days to receipt of payment.  The decrease in reserve  accounts
was due to the decrease in inventory that decreased the inventory  reserve and a
price protection

                                      -7-

<PAGE>


                               SIMTEK CORPORATION


reserve  that was required in the first six months of 1998 that was not required
in the first six months of 1999.  The decrease in inventory was due primarily to
an increase in high volume production orders that used up a substantial  portion
of the  Company's  inventory.  The  decrease in prepaid  expenses  and other was
because in the first six months of 1998 the Company  was  required to prepay for
any inventory  purchased from ZMD while it was in the transition of transferring
production  to  Chartered.  The  increase in  accounts  payable is a result of a
change from the Company  prepaying for inventory in the first six months of 1998
to currently paying its subcontractors that build its products on 30 day terms.

           The  change  in  cash  flows  from  investing  activities  was due to
purchases of equipment and furniture  and an increase in  restricted  cash.  The
purchases  of  equipment  and  furniture  were  related  to the  testing  of the
Company's  64 kilobit and 256 kilobit  products  built on 0.8 micron  technology
from wafers  purchased from Chartered.  The increase in restricted cash was used
for  collateral  for a letter  of  credit  that one of the  Company's  suppliers
required  the  Company  to obtain in the event of  default  on  payments  by the
Company.  The  change in cash  flows from  financing  activities  was due to the
exercise of stock options.

FUTURE RESULTS OF OPERATIONS

           The Company's  ability to remain  profitable will depend primarily on
its ability to continue reducing  manufacturing costs and increasing net product
sales by improving the availability of existing products and by the introduction
of new  products.  In the second  quarter  1999,  the Company  continued to ship
production orders of all its nvSRAM product families along with shipping smaller
quantities  to  customers   interested  in  designing   this  product  into  its
applications.  The Company is currently deciding which new or derivative product
it will develop next.

           In July 1999, the Company  introduced its AutoStorePlus part which is
intended to be a direct replacement for competitors encapsulated  battery-backed
RAMs. The Company  believes that this part will eliminate  socket  requirements,
improve  system   reliability  and  reduce   manufacturing   costs  for  systems
manufacturers currently using battery-backed RAMs.

           As of June 30, 1999,  the  Company's  backlog of  unshipped  customer
orders  expected  to be filled  within  the next six  months  was  approximately
$720,000.  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

           In April 1999, the Company filed a Form S-3 Registration Statement to
register  shares of common stock  issuable  upon  conversion  of the  $1,500,000
convertible  debenture  financing package that the sale of was completed in June
1998 with  Renaissance  Capital  Group of  Dallas,  Texas  ("Renaissance").  The
Company and Renaissance  agreed to postpone the registration and the Company has
withdrawn the Form-3 Registration Statement.

           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 any new  products it may  develop.  The Company  does not have any
commitments for such additional capital as of the date of this report.

YEAR 2000

           The  information  provided  below  constitutes a "Year 2000 Readiness
Disclosure" for purposes of the Year 2000  Information and Readiness  Disclosure
Act.

         The Year 2000 ("Y2K")  problem arises from the use of a two-digit field
to identify years in computer programs,  e.g., 85=1985,  and the assumption of a
single century,  the 1900s.  Any program so created may read or attempt to read,
"00" as the year 1900. There are two other related issues which could also, lead
to incorrect  calculations  or failure,  such as (i) some  systems'  programming
assigns special meaning to certain dates,  such as 9/9/99 and (ii) the year 2000
is a leap year.  Accordingly,  some  computer  hardware and  software  including
programs  embedded within  machinery and parts will need to be modified prior to


                                      -8-

<PAGE>


                               SIMTEK CORPORATION


the year 2000 in order to remain  functional.  To address the issue, the Company
created an internal  task force to assess its state of  readiness  for  possible
"Year  2000"  issues  and  take  the  necessary  actions  to  ensure  Year  2000
compliance.  The task force has and  continues  to  evaluate  internal  business
systems,  production  equipment,  software and other components which affect the
Company's  products,  and the Company's  vulnerability  to possible  "Year 2000"
exposures due to suppliers'  and other third parties' lack of  preparedness  for
the year 2000.

         The Company is in the process of assessing its production equipment and
its  information  system and does not  anticipate  any material Year 2000 issues
from its equipment or its own information system, databases or programs. Certain
software  packages  are  currently  being  upgraded to compliant  versions.  The
Company  has half of its  internal  business  systems  updated  to Year 2000 and
anticipates  having the  requirements for updating the other half done by August
1999.  The costs  incurred to date and expected to be incurred in the future are
not material to the Company's  financial  condition or result of operations.  In
addition, the Company has contacted all of its suppliers and distributors with a
questionnaire  regarding  Year 2000  compliance  and as of June 1999, all of its
suppliers and  distributors  have responded to the best of their  knowledge that
they are Year 2000 compliant. The Company cannot currently predict the potential
effect of third  parties'  "Year 2000"  issues on its  business.  The Company is
currently  purchasing from Chartered 100% of the wafers from which the Company's
nvSRAM's  are  produced  along with using Amkor for assembly of its products and
Integra Technologies for the final testing of their products.  Chartered,  Amkor
and Integra have all confirmed that to the best of their knowledge they are Year
2000  compliant,  however,  the  Company  may take  steps  to  build  additional
inventory  at the end of the year to  support  approximately  60 days of product
shipments in case a problem  should  occur with any one of these key  suppliers.
The Company  believes that if one of its  distributors  should incur a Year 2000
problem,  then the Company  would be able to support the end  customer  directly
until the problem is corrected.  In the worst-case scenario, if the Company, its
manufacturers  or a majority of its key customers  were to experience  Year 2000
bugs, the Company may incur  substantial  losses and may not be able to continue
operating until the problems have been rectified.

         The Company  believes  that its internal Year 2000  compliance  project
will be completed in advance of the Year 2000 date  transition and will not have
a material adverse effect on the Company's financial condition or overall trends
in the results of operations. However, there can be no assurance that unexpected
delays or problems,  including  the failure to ensure Year 2000,  compliance  by
systems or products  supplied to the Company by a third party,  will not have an
adverse effect on the Company, its financial performance, or the competitiveness
or customer acceptance of its products.

                                      -9-

<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 27 - Financial Data Schedule

         (b)   Reports on Form 8-K

               Form  8-K  filed   April  14,   1999  "1998   Annual   Report  to
               Shareholders"

               Form 8-K filed May 13, 1999 "Simtek  Announces  Financial Results
               for the First Quarter of 1999"

               Form 8-K filed June 15, 1999 " First Quarter 1999 Interim Report"



                                      -10-

<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 3, 1999                         By  /s/ Douglas Mitchell
                                          --------------------------------------
                                          DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                            and Chief Financial Officer (acting)
























                                      -11-

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