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, 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 May 9, 1997
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                               28,506,685



<PAGE>


                               SIMTEK CORPORATION

                                      INDEX

                        For Quarter Ended March 31, 1997

PART 1. FINANCIAL INFORMATION

     ITEM 1                                                               Page
                                                                          ----
               Balance Sheets as of March 31, 1997 and
               December 31, 1996                                            3

               Statements of Operations for the three months ended
               March 31, 1997 and 1996                                      4

               Statements of Cash Flows for the three months ended
               March 31, 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
              ------
                                                        March 31, 1997        December 31, 1996
                                                        --------------        -----------------
<S>                                                     <C>                   <C> 
CURRENT ASSETS:
   Cash and cash equivalents..........................  $    1,352,049        $      964,456
   Accounts receivable - trade, net...................         612,746               593,378
   Inventory, net ....................................         489,713               327,221
   Prepaid expenses and other.........................          23,272                25,850
                                                        ------------------------------------
       Total current assets...........................       2,477,780             1,910,905

EQUIPMENT AND FURNITURE, net..........................         199,867               229,008
                                                        ------------------------------------
TOTAL ASSETS..........................................  $    2,677,647        $    2,139,913
                                                        ====================================
       LIABILITIES AND SHAREHOLDERS'EQUITY
       -----------------------------------

CURRENT LIABILITIES:
   Accounts payable:
       ZMD............................................  $      654,674        $      290,957
       Other..........................................         274,431               212,279
   Accrued expenses...................................         382,761               349,654
   Accrued wages......................................         221,475               222,136
   Accrued vacation payable...........................          68,083                86,444
   Payable to ZMD.....................................         130,153               130,153
                                                        ------------------------------------
       Total current liabilities......................       1,731,577             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, 28,506,685 shares
       issued and outstanding.........................         285,067               285,067
   Additional paid-in capital.........................      29,730,728            29,730,728
   Accumulated deficit................................     (29,069,725)          (29,167,505)
                                                         -----------------------------------
   Shareholder's equity...............................         946,070               848,290
                                                         -----------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............   $   2,677,647         $   2,139,913
                                                         ===================================


          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,
                                                                       --------------------------------
                                                                             1997             1996
                                                                             ----             ----
<S>                                                                     <C>              <C>
NET SALES..........................................................     $  1,765,518     $    811,094

     Cost of  sales................................................        1,088,231          555,812
                                                                        -----------------------------
GROSS MARGIN.......................................................          677,287          255,282

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE:
     Design, research and development..............................          329,109          247,351
     Administrative................................................           83,279          125,424
     Marketing.....................................................          184,866          126,365
                                                                        -----------------------------
         Total selling, general and administrative expenses........          597,254          499,140

INCOME (LOSS) FROM OPERATIONS......................................           80,033         (243,858)
                                                                        -----------------------------
OTHER INCOME (EXPENSE):
     Interest income, net..........................................           12,244            3,400
     Other income (expense), net...................................            5,503            5,752
                                                                        -----------------------------
         Total other income (expense)..............................           17,747            9,152
                                                                        -----------------------------

NET INCOME (LOSS)..................................................     $     97,780     $   (234,706)
                                                                        =============================

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

WEIGHTED AVERAGE NUMBER OF SHARES
         OUTSTANDING...............................................       28,506,685       26,978,311
                                                                        =============================

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

                                                      -4-

<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION

                                               STATEMENTS OF CASH FLOWS

                                                                        Three Months Ended March 31,
                                                                        ----------------------------
                                                                           1997              1996
                                                                           ----              ----
<S>                                                                 <C>                <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss).........................................     $     97,780       $   (234,706)
     Adjustments to reconcile net income
        (loss) to net cash from
        operating activities:
           Depreciation and amortization.......................          29,985              42,402
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable.............................         (19,368)           (168,603)
               Inventory.......................................        (162,492)            (43,603)
               Prepaid expenses and other .....................           2,578             (10,381)
           Increase (decrease) in:
               Accounts payable................................         425,870              25,653
               Accrued expenses................................          14,084              28,699
                                                                    -------------------------------
        Net cash provided by (used in) operating activities....         388,437            (360,539)
                                                                    -------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture.......................            (844)               (244)
                                                                    -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from research and development arrangement........               -             209,491
                                                                    -------------------------------

        Net cash provided by financing activities..............               -             209,491
                                                                    -------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS............................................         387,593            (151,292)
                                                                    -------------------------------

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

CASH AND CASH EQUIVALENTS, end of period.......................     $ 1,352,049        $    160,580
                                                                    ===============================


            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  $1,765,518  for the first quarter of 1997 up over 100 percent from the
$811,094  recorded for the first quarter  1996.  The product sales were from the
Company's 4 kilobit,  16 kilobit and 64 kilobit  nvSRAM product  families.  This
increase  was due to  increased  customer  acceptance  of nvSRAM  products  from
various markets including  telecommunications,  industrial control, military and
office  automation and better product  availability.  Two  distributors  and one
direct customer of the Company's  nvSRAM  products  account for more than 51% of
the Company's net sales for the first quarter 1997.

           In the first  quarter  1997,  the  Company  purchased  commercial  64
kilobit   finished   units  based  on  0.8  micron   technology   from   Zentrum
Mikroelektronik  Dresden GmbH ("ZMD"),  sales from these products  accounted for
approximately  53% of the  Company's  revenue for the first  quarter  1997.  The
balance of the Company's  revenue for the first quarter 1997, was primarily from
the sales of 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").

           The Company  increased its gross margin over 150 percent in the first
quarter 1997 over the first quarter  1996.  The increase in gross margin was due
to the  Company  shipping  64  kilobit  commercial  product  based on 0.8 micron
technology  in the first quarter 1997 as opposed to 1.2 micron  technology  that
the Company was using for  commercial  product in the first  quarter  1996.  The
Company  continued to ship its high end  industrial  and military  business from
product built on 1.2 micron technology.

           While selling, general and administrative expenses saw an increase of
approximately  $98,000  for the  first  quarter  1997 as  compared  to the first
quarter 1996 it decreased approximately 28% of revenues. The dollar increase was
due primarily to increased  advertising,  printing, sales commissions and  basic
overhead.

           The Company  recorded a net income of $97,780 in the first quarter of
1997 as compared to a net loss of $234,706 for the first  quarter of 1996.  This
was because of increased product sales and increased gross margins.

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  and  by  the
introduction of new products.  The Company believes that with the cooperation of
ZMD it will expedite the  introduction  and production of its 256 kilobit nvSRAM
products based upon 0.8 micron  technology.  As of the date of this filing,  the
Company has begun shipping pre-qualified 256 kilobit product based on 0.8 micron
technology.  The two companies are currently  deciding which  derivative  nvSRAM
products to develop next.

           As of March 31, 1997,  the  Company's  backlog of unshipped  customer
orders  expected  to be filled  within  the next six  months  was  approximately
$1,340,000..  About 9% of this backlog is due to delinquencies  from lack of the
Company's 256 kilobit  product.  The Company  believes that the majority of this
delinquency will be filled in the second 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.



                                      -7-

<PAGE>
                               SIMTEK CORPORATION


LIQUIDITY AND CAPITAL RESOURCES

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

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


                                       -8-

<PAGE>


                               SIMTEK CORPORATION


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

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

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             Computation of per share earnings (Exhibit 99.1).
             Financial Data Schedule (Exhibit 27).

         (b) Reports on Form 8-K

             Form 8-K filed January 28, 1997 announcing "Simtek Announces 1996
             Preliminary Financial Results"

                                       -9-

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


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



                                      SIMTEK CORPORATION
                                      (Registrant)



May 9, 1997                           By  /s/  RICHARD L. PETRITZ
                                        ----------------------------------------
                                               RICHARD L. PETRITZ
                                               Chief Executive Officer and
                                                Chief Financial Officer (acting)













                                      -10-