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 September 30, 1997

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

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


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


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


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

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


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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

Class                                            Outstanding at November 6, 1997
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                             28,679,185


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                      For Quarter Ended September 30, 1997

PART 1. FINANCIAL INFORMATION
                                                                          Page
   ITEM 1                                                                 ----

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

             Statements of Operations for the three months and nine
             months ended September 30, 1997 and 1996                       4

             Statements of Cash Flows for the nine months ended
             September 30, 1997 and 1996                                    5

             Notes to Financial Statements                                  6

   ITEM 2

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

PART II. OTHER INFORMATION

   ITEM 1    Legal Proceedings                                              9

   ITEM 2    Changes in Securities                                          9

   ITEM 3    Defaults upon Senior Securities                                9

   ITEM 4    Matters Submitted to a Vote of Securities Holders              9

   ITEM 5    Other Information                                              9

   ITEM 6    Exhibits and Reports on Form 8-K                               9

SIGNATURES                                                                 10



<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION

                                                  BALANCE SHEETS

              ASSETS
              ------                                                            September 30, 1997     December 31, 1996
                                                                                ------------------     -----------------
<S>                                                                          <C>                       <C>   
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $        1,151,137        $        964,456
   Accounts receivable - trade, net........................................             897,935                 593,378
   Inventory, net .........................................................             400,424                 327,221
   Prepaid expenses and other..............................................              16,122                  25,850
                                                                             ------------------------------------------

       Total current assets................................................           2,465,618               1,910,905

EQUIPMENT AND FURNITURE, net...............................................             209,525                 229,008
                                                                             ------------------------------------------

TOTAL ASSETS...............................................................  $        2,675,143        $      2,139,913
                                                                             ==========================================

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

CURRENT LIABILITIES:
   Accounts payable:
       ZMD.................................................................  $          384,797        $        290,957
       Other...............................................................             134,440                 212,279
   Accrued expenses........................................................             510,191                 349,654
   Accrued wages...........................................................             221,475                 222,136
   Accrued vacation payable................................................              59,034                  86,444
   Payable to ZMD..........................................................             130,153                 130,153
                                                                             ------------------------------------------
       Total current liabilities...........................................           1,440,090               1,291,623

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................                  --                     --
   Common stock, $.01 par value, 40,000,000 shares authorized,
       28,679,185 and 28,506,685  shares issued and outstanding
       September 30, 1997 and December 31, 1996, respectively..............             286,792                 285,067
   Additional paid-in capital..............................................          29,752,328              29,730,728
   Accumulated deficit.....................................................         (28,804,067)            (29,167,505)
                                                                             ------------------------------------------
   Shareholder's equity....................................................           1,235,053                 848,290
                                                                             ------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $        2,675,143        $      2,139,913
                                                                             ==========================================

                    The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                      -3-

<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION

                                             STATEMENTS OF OPERATIONS

                                                                    Three Months Ended                    Nine Months Ended
                                                                       September 30,                         September 30,
                                                                    -------------------                   -----------------
                                                                   1997             1996                 1997             1996
                                                                   ----             ----                 ----             ----

<S>                                                          <C>             <C>                  <C>              <C>   
NET SALES..................................................  $   1,582,536   $    1,550,000       $    4,884,297   $    3,519,718

     Cost of sales.........................................        905,393          935,889            2,827,961        2,204,409
                                                             --------------------------------------------------------------------

GROSS MARGIN...............................................        677,143          614,111            2,056,336        1,315,309

SELLING, GENERAL AND ADMINISTRATIVE
         EXPENSE:
     Design, research and development......................        204,858          251,364              870,899          726,238
     Administrative........................................        132,612          160,491              276,036          364,026
     Marketing.............................................        183,095          156,519              586,759          420,723
                                                             --------------------------------------------------------------------

         Total selling, general and administrative
              expenses.....................................        520,565          568,374            1,733,694        1,510,987

INCOME (LOSS) FROM OPERATIONS..............................        156,578           45,737              322,642         (195,678)
                                                             --------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................         12,667            5,232               39,711           11,756
     Other income (expense), net...........................         (1,546)            (531)               2,705           11,776
                                                             --------------------------------------------------------------------

         Total other income (expense)......................         11,121            4,701               42,416           23,532
                                                             --------------------------------------------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................        167,699           50,438              365,058         (172,146)

     Provision for income taxes............................          1,620               --                1,620               --
                                                             --------------------------------------------------------------------

NET INCOME (LOSS)..........................................  $     166,079   $       50,438       $      363,438   $     (172,146)
                                                             ====================================================================

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

WEIGHTED AVERAGE NUMBER OF SHARES
         OUTSTANDING.......................................     28,571,328       26,980,464           28,571,328       26,980,464
                                                             ====================================================================



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

                                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION

                                              STATEMENTS OF CASH FLOWS


                                                                                  Nine Months Ended September 30,
                                                                                  -------------------------------

                                                                                    1997                    1996
                                                                                    ----                    ----
<S>                                                                        <C>                    <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) after income taxes.............................     $       363,438        $       (172,146)
     Adjustments to reconcile net income (loss) to net cash from
        operating activities:
           Depreciation and amortization..............................              94,629                 107,598
           Gain on disposal of equipment..............................                  --                     330
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (304,557)               (481,078)
               Inventory..............................................             (73,203)               (171,708)
               Prepaid expenses and other ............................               9,728                  (4,741)
           Increase (decrease) in:
               Accounts payable.......................................              16,001                 343,653
               Accrued expenses.......................................             132,466                 170,669
                                                                           ---------------------------------------
        Net cash provided by (used in) operating activities...........             238,502                (207,423)
                                                                           ---------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................             (75,146)                 (3,901)
                                                                           ---------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock Options........................................              23,325                   1,470
     Proceeds from research and development arrangement...............                  --                 378,551
                                                                           ---------------------------------------

        Net cash provided by financing activities.....................              23,325                 380,021
                                                                           ---------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS...................................................             186,681                 168,697
                                                                           ---------------------------------------

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

CASH AND CASH EQUIVALENTS, end of period..............................     $     1,151,137        $        480,569
                                                                           =======================================


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

                                                      -5-

<PAGE>



                               SIMTEK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

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

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


                                       -6-

<PAGE>
                               SIMTEK CORPORATION



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

RESULTS OF OPERATIONS:

           Simtek Corporation  ("Simtek" or the "Company")  recorded net product
sales of $1,582,536  for the third quarter of 1997 and  $4,884,297  for the nine
months ended  September 30, 1997 up from the  $1,550,000  recorded for the third
quarter 1996 and the  $3,519,718  for the nine months ended  September 30, 1996.
The product sales were from the Company's 4 kilobit,  16 kilobit, 64 kilobit and
256 kilobit  nvSRAM  product  families.  These  increases  were due to increased
customer   acceptance  of  nvSRAM  products  from  various   markets   including
telecommunications,  industrial  control,  military and office  automation.  One
distributor and one direct customer of the Company's nvSRAM products account for
more than 47% of the Company's net sales for the third quarter 1997.

           In the third  quarter  1997,  the  Company  purchased  commercial  64
kilobit and 256 kilobit  nvSRAM  finished  units based on 0.8 micron  technology
from Zentrum  Mikroelektronik  Dresden GmbH ("ZMD"),  sales from these  products
accounted for  approximately  61% of the Company's revenue for the third quarter
1997.  The balance of the  Company's  revenue for the third  quarter  1997,  was
primarily from the sales of 64 kilobit high end industrial, military devices and
16  kilobit  devices  built  on 1.2  micron  technology  wafers  purchased  from
Chartered Semiconductor Manufacturing Plc. of Singapore ("Chartered").

           In the third quarter 1997, the Company increased its gross margins as
a percent  of  revenue  from  approximately  40% for the third  quarter  1996 to
approximately  43% for the third quarter 1997.  The Company also saw an increase
in its gross margins as a percent of revenue from approximately 37% for the nine
months ended September 30, 1996 to  approximately  42% for the nine months ended
September  30,  1997.  These  increases  in gross  margin are due to the Company
shipping  64  kilobit  commercial  product  based on 0.8  micron  technology  as
compared  to  shipping  64  kilobit  commercial  product  based  on  1.2  micron
technology in the same periods in 1996.  The Company  continued to ship its high
end  industrial  and  military   business  from  product  built  on  1.2  micron
technology.

           Selling,  general and administrative  expenses saw a decrease for the
third quarter 1997 as compared to the third quarter 1996.  This decrease was due
primarily to better cost controls.  Selling, general and administrative expenses
saw a dollar  increase for the nine months ended  September 30, 1997 as compared
to the nine months ended September 30, 1996.  However,  these expenses decreased
when  viewed as a percent  of net  revenue  from 35% for the nine  months  ended
September  30, 1997 as compared to 43% for the nine months ended  September  30,
1996. The dollar increase was due primarily to increased advertising,  printing,
sales commissions and basic overhead.

           The Company recorded a net income of $166,079 in the third quarter of
1997 and a net income of $363,438 for the nine months ended  September  30, 1997
as compared  to a net income of $50,438 for the third  quarter of 1996 and a net
loss of $172,146 for the nine months ended  September 30, 1996. This was because
of increased  product sales,  increased  gross margins and better  internal cost
controls.

           The change in cash flows from  operating  activities  was primarily a
result of the  change in net  income  (loss)  and the  change in cash flows from
investing activities was due primarily to the purchase of certain equipment used
in the manufacture of the Company's products.

FUTURE RESULTS OF OPERATIONS

           The Company's  ability to remain  profitable will depend primarily on
its ability to continue reducing manufacturing costs and to increase net product
sales  by  increasing  the   availability  of  existing   products  and  by  the
introduction of new products.  In the third quarter 1997, the Company  continued
to ship small  quantities  of its 256  kilobit  nvSRAM  products  based upon 0.8


                                       -7-

<PAGE>
                               SIMTEK CORPORATION


micron technology.  The Company anticipates  shipping production volumes of this
product in the fourth quarter 1997. The Company is currently working with ZMD to
decide which derivative nvSRAM product to develop next.

           As of September 30, 1997, the Company's backlog of unshipped customer
orders  expected  to be filled  within  the next six  months  was  approximately
$1,000,000.  About 11% of this backlog is due to delinquencies  from lack of the
Company's 256 kilobit  product.  The Company  believes that the majority of this
delinquency will be filled in the fourth quarter of 1997.  Orders are cancelable
prior to 30 days before the scheduled shipping date and,  therefore,  should not
be used as a measure of future product sales.

LIQUIDITY AND CAPITAL RESOURCES

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

           The Company may require  additional  capital to fund  production  and
marketing of its 0.8 micron 256 kilobit nvSRAM and the  development of other new
products.  The Company does not have any commitments for such additional capital
as of the date of this report.  However,  the Company filed an S-3  Registration
Statement,  that became  effective on October 14,  1997,  to register the shares
underlying  the warrants that were shown  outstanding as of December 31, 1996 in
the Company's  Form-10KSB.  This may make possible the raising of capital by the
exercising of some or all of these warrants.  Simtek's Board of Directors passed
a resolution on October 24,1997 extending the exercise date of the warrants that
were to expire on October 26, 1997 to May 31, 1998.  The terms and conditions of
all the other warrants remain the same.


                                       -8-

<PAGE>
                               SIMTEK CORPORATION


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits
               --------

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

         (b)   Reports on Form 8-K
               -------------------

               Form 8-K  filed  July 7,  1997  announcing  "First  Quarter  1997
               Interim  Report  to  Shareholders"  and a press  release  "Simtek
               Corporation Appoints Chief Operating Officer"

               Form  8-K  filed  July  31,  1997  announcing  "Simtek  Announces
               Financial Results for the Second Quarter of 1997"

               Form 8-K filed September 5, 1997 announcing  "Second Quarter 1997
               Interim Report to Shareholders"

                                       -9-

<PAGE>
                               SIMTEK CORPORATION


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                  SIMTEK CORPORATION
                                  (Registrant)


November 6, 1997                  By  /s/  RICHARD L. PETRITZ
                                     ------------------------
                                           RICHARD L. PETRITZ
                                           Chief Executive Officer and
                                             Chief Financial Officer (acting)




November 6, 1997                  By  /s/ DOUGLAS MITCHELL
                                     ---------------------
                                          DOUGLAS MITCHELL
                                          Chief Operating Officer and Executive
                                            Vice President



















                                      -10-