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 March 31, 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 May 12, 1999
--------------------------------------------------------------------------------

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



<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                        For Quarter Ended March 31, 1999


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

             Balance Sheets as of March 31, 1999 and
             December 31, 1998                                               3

             Statements of Operations for the three months ended
             March 31, 1999 and 1998                                         4

             Statements of Cash Flows for the three months ended
             March 31, 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



<PAGE>
<TABLE>
<CAPTION>
                                                       SIMTEK CORPORATION

                                                         BALANCE SHEETS

              ASSETS
              ------
                                                                                March 31, 1999        December 31, 1998
                                                                               ---------------        -----------------
<S>                                                                          <C>                       <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $        1,744,916        $      2,149,820
   Certificate of deposit, restricted......................................             351,888                 100,000
   Accounts receivable - trade, net........................................             905,276                 744,754
   Inventory, net .........................................................             949,765                 915,905
   Prepaid expenses and other..............................................              42,364                  47,703
                                                                             ------------------------------------------

       Total current assets................................................           3,994,209               3,958,182

EQUIPMENT AND FURNITURE, net...............................................             189,567                 221,119

OTHER ASSETS...............................................................              57,818                  60,616
                                                                             ------------------------------------------

TOTAL ASSETS...............................................................  $        4,241,594        $      4,239,917
                                                                             ==========================================

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

CURRENT LIABILITIES:
   Accounts payable........................................................  $          286,348        $        251,015
   Accrued expenses........................................................             219,023                 232,837
   Accrued wages...........................................................             221,475                 222,948
   Accrued vacation payable................................................              86,495                  70,743
   Payable to ZMD..........................................................             130,153                 130,153
                                                                             ------------------------------------------
       Total current liabilities...........................................             943,494                 907,696

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

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, 80,000,000 shares authorized,
       28,955,226 and 28,745,226 shares issued and outstanding at
       March 31, 1999 and December 31, 1998, respectively                              289,552                   287,452
   Additional paid-in capital..............................................         29,793,041                29,760,875
   Accumulated deficit.....................................................        (28,284,493)              (28,216,106)
                                                                             -------------------------------------------
   Shareholder's equity....................................................          1,798,100                 1,832,221
                                                                             -------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $       4,241,594         $       4,239,917
                                                                             ===========================================

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

                                                              3

<PAGE>
<TABLE>
<CAPTION>
                                                       SIMTEK CORPORATION

                                                   STATEMENTS OF OPERATIONS

                                                                                     For the quarters ended March 31,
                                                                                     --------------------------------
                                                                                       1999                    1998
                                                                                     --------                --------
<S>                                                                             <C>                  <C>
NET SALES..................................................................     $      1,368,637     $       1,539,331

     Cost of  sales........................................................              819,396               809,211
                                                                                --------------------------------------

GROSS MARGIN...............................................................              549,241               730,120

OPERATING EXPENSES:
     Design, research and development......................................              312,926               299,400
     Administrative........................................................              106,348               115,162
     Marketing.............................................................              187,743               192,564
                                                                                --------------------------------------

         Total Operating expenses..........................................              607,017               607,126

INCOME (LOSS) FROM OPERATIONS..............................................              (57,776)              122,994
                                                                                --------------------------------------

OTHER INCOME (EXPENSE):
     Interest income (expense), net........................................               (10,019)              14,417
     Other expense, net....................................................                  (592)              (2,030)
                                                                                --------------------------------------

         Total other income (expense)......................................               (10,611)              12,387
                                                                                --------------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................................               (68,387)             135,381

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

NET INCOME (LOSS)..........................................................     $         (68,387)   $         125,021
                                                                                ======================================

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

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING..................................           28,828,448            28,695,916

EFFECT OF DILUTIVE OPTIONS.................................................                    -             2,142,302
                                                                                --------------------------------------

DILUTIVE SHARES OUTSTANDING................................................           28,828,448            30,838,218
                                                                                ======================================





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

                                                              4

<PAGE>
<TABLE>
<CAPTION>
                                                  SIMTEK CORPORATION

                                               STATEMENTS OF CASH FLOWS


                                                                                  Three Months Ended March 31,
                                                                                  ----------------------------

                                                                                    1999                1998
                                                                                  --------            --------
<S>                                                                        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) ...............................................     $       (68,687)       $        125,021
     Adjustments to reconcile net income (loss) to net cash from
        operating activities:
           Depreciation and amortization..............................              33,294                  34,736
           Increase (decrease) in net change of reserve
                accounts..............................................             (28,245)                119,622
           Deferred financing fees....................................               2,798                       -
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (118,238)               (203,089)
               Inventory..............................................             (34,979)               (329,888)
               Prepaid expenses and other ............................               5,339                (192,162)
           Increase (decrease) in:
               Accounts payable.......................................              35,333                 (49,883)
               Accrued expenses.......................................             (12,455)                113,792
                                                                           ---------------------------------------

        Net cash used in operating activities.........................            (185,540)               (381,851)
                                                                           ----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................              (1,742)               (109,876)
     Interest received on certificate of deposit                                    (1,888    )                  -
     Increase in restricted cash......................................            (250,000)               (100,000)
                                                                           ----------------------------------------

     Net cash used in investing activities............................            (253,630)               (209,876)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................              34,266                   3,173
                                                                           ---------------------------------------

        Net cash provided by financing activities                                   34,266                   3,173
                                                                           ---------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS...................................................            (404,904)               (588,554)
                                                                           ---------------------------------------

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

CASH AND CASH EQUIVALENTS, end of period..............................     $     1,744,916        $        887,045
                                                                           =======================================


                           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 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 $1,368,637  for the first quarter of 1999 down from the  $1,539,331  recorded
for the first quarter 1998. The product sales were from the Company's 4 kilobit,
16 kilobit, 64 kilobit and 256 kilobit nvSRAM product families. The decrease was
due primarily to a decrease in sales from the Company's  high end industrial and
military products and a decrease of product demand in the European market. Three
distributors of the Company's  nvSRAM products  account for more than 61% of the
Company's net sales for the first quarter  1999.  Products sold to  distributors
are re-sold to various end customers.

     During the first 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.  The  Company  also  purchased  wafers  built  on 0.8  micron
technology  from  Chartered to support sales of its  commercial  and  industrial
products.  Sales of  devices  built  with both  types of wafers  purchased  from
Chartered accounted for approximately 94% of the Company's revenue for the first
quarter 1999.  The balance of the Company's  revenue for the first 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
first quarter 1999 as compared to the first quarter 1998. This decrease in gross
margin  was due  primarily  to a  decrease  in  product  sales from the high end
industrial and military products.

     Total other operating  expenses saw no material change in the first quarter
1999 as compared to the first  quarter  1998.  Research and  Development  saw an
approximate  $13,000  increase  which was  primarily  due to costs  incurred for
future  product  development.  Administration  saw a decrease  of  approximately
$9,000  which  was due to a  headcount  decrease.  Sales  and  Marketing  saw an
approximate decrease of $5,000. This decrease was primarily the net effect of an
increase in headcount and a decrease in advertising.

     The Company  recorded a net loss of $68,387 in the first quarter of 1999 as
compared to a net income of $125,021 for the first quarter of 1998. The decrease
was due to decreased product sales and gross margins.

     The change in cash flows from  operating  activities was primarily a result
of a net loss, an increase in accounts  receivable and inventory.  The change in
cash flows from  investing  activities  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 increase net product sales
by increasing the availability of existing products,  by the introduction of new
products and by expanding its customer  base.  In the first  quarter  1999,  the
Company  introduced its Real Time Clock  technology  which combines its nvSRAM's
with a miniature  capacitor-powered  oscillator/counter that eliminates the need
for a back-up  battery  when  system  power is lost.  The  Company is  currently
deciding which new or derivative product it will develop next.

     As of March 31, 1999, the Company's  backlog of unshipped  customer  orders
expected  to be filled  within the next six months was  approximately  $560,000.
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.

                                        7

<PAGE>


                               SIMTEK CORPORATION


     In April 1999, the Company was audited by Defense  Supply Center,  Columbus
("DSCC") for the quality of its  military  systems.  The audit team  recommended
holding shipments of compliant  product until a number of issues,  predominantly
involving  subcontracted test laboratories,  were resolved. The Company and DSCC
have agreed to a schedule  which will allow  resumption  of  shipments by mid to
late May 1999. Management of the Company is confident that this schedule will be
met, with a minimal impact on sales to its military customers.

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 was  completed in June 1998 with
Renaissance Capital Group of Dallas, Texas  ("Renaissance").  Under the terms of
the financing  agreement,  the conversion  price was subject to Simtek's  market
price for a period after the 1998 financial results were reported.  The Form S-3
Registration  Statement  provides  for up to  7,692,308  shares to be  converted
against the debenture.

     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
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 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 been in  contact  with its  suppliers  and other  third  parties to
determine the extent to which they may be  vulnerable to "Year 2000" issues.  As
this assessment progresses,  matters may come to the Company's attention,  which
could  give  rise to the  need for  remedial  measures  which  have not yet been
identified.  As a  contingency,  the Company may replace the suppliers and third
party  vendors  who cannot  demonstrate  to the Company  that their  products or
services will be 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 one  manufacturer  100% of the wafers from
which the Company's  nvSRAM's are  produced.  If this supplier or certain of the
Company's  other  suppliers used in the manufacture of their products or certain
large customers have Year 2000 issues it may have a materially adverse effect on
the Company's revenues and operations.

                                        8

<PAGE>


                               SIMTEK CORPORATION



     The  Company  believes  that  its  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 - In 1998,  the Company  received  notification  of a
claim for an unspecified  amount from a foundation that owns  approximately  180
patents  and 70  pending  applications.  The  foundation  claimed  that  certain
machines  and  processes  used in the  building of the  Company's  semiconductor
devices infringe on the foundation's patents. In April 1999, the Company and its
counsel  reached an agreement  with the foundation for the Company to purchase a
nonexclusive  license  of the  foundations  patents.  The  Company  has  already
recorded the liability  associated with this license and therefore believes that
there will be no future material financial impact upon the Company.

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 - None

         (b) Reports on Form 8-K

          Form 8-K filed  February 22, 1999;  press release  announcing  "Simtek
          Announces Financial Results for 1998"

                                       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)



May 12, 1999                       By  /s/ Douglas Mitchell
                                      -----------------------------------------
                                      DOUGLAS MITCHELL
                                      Chief Executive Officer, President
                                        and Chief Financial Officer (acting)























                                       11