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, 1998

[ ]   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 7,1998
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                               28,745,226



<PAGE>
                               SIMTEK CORPORATION



                                      INDEX

                         For Quarter Ended June 30, 1998

PART 1. FINANCIAL INFORMATION

   ITEM 1                                                                 Page
                                                                          ----

             Balance Sheets as of June 30, 1998 and
             December 31, 1997                                             3

             Statements of Income and Comprehensive Income for
             the three months and six  months ended June 30, 1998
             and 1997                                                      4

             Statements of Cash Flows for the six months ended
             June 30, 1998 and 1997                                        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
                                                                                 June 30, 1998         December 31, 1997
                                                                                 -------------         -----------------

<S>                                                                          <C>                       <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $        1,788,420        $      1,475,599
   Certificate of deposit..................................................             100,000                      -
   Accounts receivable - trade, net........................................           1,331,151                 921,798
   Inventory, net .........................................................           1,013,317                 641,264
   Deferred financing fees.................................................               8,248                      -
   Prepaid expenses and other..............................................             197,820                  17,960
                                                                             ------------------------------------------

       Total current assets................................................           4,438,956               3,056,621
Equipment and furniture, net...............................................             227,563                 177,821
Deferred financing fees....................................................              48,798                       -
                                                                             ------------------------------------------

TOTAL ASSETS...............................................................  $        4,715,317        $      3,234,442
                                                                             ==========================================

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable:
       ZMD.................................................................  $          314,362        $        716,716
       Other...............................................................             258,510                 173,325
   Accrued expenses........................................................             367,883                 269,592
   Accrued wages...........................................................             221,475                 222,022
   Accrued vacation payable................................................              75,185                  62,401
   Payable to ZMD..........................................................             130,153                 130,153
                                                                             ------------------------------------------
       Total current liabilities...........................................           1,367,568               1,574,209

   Long term debt..........................................................           1,500,000                       -
                                                                             ------------------------------------------

       Total Liabilities...................................................           2,867,568               1,574,209


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,
       28,745,226 and 28,679,185 shares issued and outstanding
       at June 30, 1998 and December 31, 1997, respectively................             287,452                 286,792
   Additional paid-in capital..............................................          29,760,875              29,752,328
   Accumulated deficit.....................................................         (28,200,578)            (28,378,887)
                                                                             ------------------------------------------
   Shareholder's equity....................................................           1,847,749               1,660,233
                                                                             ------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $        4,715,317         $     3,234,442
                                                                             ==========================================

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

                                                      -3-

<PAGE>
<TABLE>
<CAPTION>
                                                SIMTEK CORPORATION

                                   STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                                  Three Months Ended June 30,           Six Months Ended June 30,
                                                                  ---------------------------           -------------------------
                                                                    1998               1997               1998             1997
                                                                    ----               ----               ----             ----
<S>                                                          <C>              <C>                   <C>               <C>
NET SALES..................................................  $    1,801,948   $     1,536,243       $     3,341,279   $    3,301,761

     Cost of  sales........................................       1,015,389           834,337             1,824,600        1,922,568
                                                             -----------------------------------------------------------------------

GROSS MARGIN...............................................         786,559           701,906             1,516,679        1,379,193

SELLING, GENERAL AND ADMINISTRATIVE
         EXPENSE:
     Design, research and development......................         416,484           336,932               715,884          666,041
     Administrative........................................         109,243            60,145               224,405          143,424
     Marketing.............................................         209,083           218,798               401,647          403,664
                                                             -----------------------------------------------------------------------

         Total selling, general and administrative
              expenses.....................................         734,810           615,875             1,341,936        1,213,129

INCOME FROM OPERATIONS.....................................          51,749            86,031               174,743          166,064
                                                             -----------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................           4,352            14,800                18,769           27,044
     Other income (expense), net...........................          (2,813)           (1,252)               (4,843)           4,251
                                                             -----------------------------------------------------------------------

         Total other income (expense)......................           1,539            13,548                13,926           31,295
                                                             -----------------------------------------------------------------------

INCOME BEFORE INCOME TAXES.................................          53,288            99,579               188,669          197,359

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

NET INCOME AND COMPREHENSIVE
 INCOME....................................................  $        53,288  $        99,579       $       178,309   $      197,359
                                                             =======================================================================

BASIC AND DILUTED EPS......................................  $         0.00   $          0.00       $          0.01   $          .01
                                                             =======================================================================

BASIC WEIGHTED AVERAGE NUMBER OF
         SHARES OUTSTANDING................................      28,708,826        28,521,740            28,708,826       28,521,740

EFFECT OF DILUTIVE OPTIONS.................................       1,969,713         2,278,203             2,056,008        1,782,730
                                                             -----------------------------------------------------------------------

DILUTIVE SHARES OUTSTANDING................................      30,678,539        30,799,943            30,764,834       30,304,470
                                                             =======================================================================



                    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,
                                                                                    ----------------------------
                                                                                    1998                    1997
                                                                                    ----                    ----
<S>                                                                        <C>                    <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income ......................................................     $       178,309        $        197,359
     Adjustments to reconcile net income to net cash provided
        by (used in) operating activities:
           Depreciation...............................................              72,936                  60,013
           Deferred financing fees....................................                 687                       -
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (409,353)               (210,639)
               Inventory..............................................            (372,053)               (201,875)
               Prepaid expenses and other ............................            (179,860)                  6,701
           Increase (decrease) in:
               Accounts payable.......................................            (317,169)                268,074
               Accrued expenses.......................................             110,528                  65,785
                                                                           ---------------------------------------
        Net cash provided by (used in) operating activities...........            (915,975)                185,418
                                                                           ---------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of certificate of deposit ..............................            (100,000)                      -
     Purchase of equipment and furniture..............................            (122,678)                 (8,032)
                                                                           ----------------------------------------

     Net cash (used in) investing activities..........................            (222,678)                 (8,032)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................               9,207                  16,345
     Proceeds from convertible debenture..............................           1,500,000                       -
     Deferred financing costs.........................................             (57,733)                      -
                                                                           ---------------------------------------

        Net cash provided by financing activities.....................           1,451,474                  16,345
                                                                           ---------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS.............................             312,821                 193,731
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, beginning of period........................           1,475,599                 964,456
                                                                           ---------------------------------------

CASH AND CASH EQUIVALENTS, end of period..............................     $     1,788,420        $      1,158,187
                                                                           =======================================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest...........................................     $           627        $            801
                                                                           =======================================

     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 24, 1998 for fiscal year 1997.

           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.

           In June,  1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards No. 130,  Reporting  Comprehensive
Income ("FAS 130"). FAS 130, which is effective for fiscal years beginning after
December 15, 1997, defines  comprehensive income as all changes in shareholders'
equity  exclusive  of  transactions  with owners,  such as capital  investments.
Comprehensive  income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign  subsidiaries,  and certain changes in minimum pension
liabilities.  The Company's comprehensive income was equal to its net income for
the three month and six month periods ended June 30, 1998 and 1997.


                                       -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 $1,801,948  for the second  quarter of 1998 and  $3,341,279 for the six
months  ended  June 30,  1998 up from the  $1,536,243  recorded  for the  second
quarter 1997 and the  $3,301,761  for the six months  ended June 30,  1997.  The
product sales were from the Company's 4 kilobit,  16 kilobit, 64 kilobit and 256
kilobit nvSRAM product families.  The increases  reflected  continuing growth in
demand from the  Company's  nvSRAM  products.  Two  distributors  and one direct
customer  of the  Company's  nvSRAM  products  account  for more than 63% of the
Company's net sales for the second quarter 1998.  Products sold to  distributors
are re-sold to various end customers.

           In the second quarter 1998, 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
40% of the Company's  revenue for the second  quarter  1998.  The balance of the
Company's  revenue for the second  quarter 1998, was primarily from the sales of
commercial  64 kilobit and 256 kilobit  finished  units  purchased  from Zentrum
Mikroelektronik Dresden GmbH ("ZMD").

           The  Company  saw a  slight  decrease  of  approximately  2% in gross
margins in the second  quarter 1998 as compared to the second  quarter 1997. The
decrease in gross  margin was due  primarily  to a decrease  in average  selling
prices associated with large production volume orders.

           Selling,  general and administrative  expenses saw an increase in the
second quarter of 1998 of  approximately  $119,000 over the second quarter 1997.
Of this  increase,  $79,000  was  primarily  due to  costs  associated  with the
installation  of the 64  kilobit  and 256  kilobit  product  based on 0.8 micron
technology into Chartered.  Administration  saw an approximate  $49,000 increase
which was primarily due to headcount additions.  The approximate $9,000 decrease
in Sales and Marketing was primarily due to better cost controls.

           The Company recorded a net income of $53,288 in the second quarter of
1998 and a net  income of  $178,309  for the six months  ended June 30,  1998 as
compared  to a net  income of $99,579  for the second  quarter of 1997 and a net
income of $197,359 for the six months  ended June 30, 1997.  The decrease in net
income was  primarily  due to  increased  selling,  general  and  administrative
expenses.

           The change in cash flows from  operating  activities  was primarily a
result of an increase in accounts receivable, inventory and prepaid expenses and
a decrease 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.  Inventory  and  prepaid  expenses
increased so that the Company could ensure product availability during the major
transition  of  manufacturing  to  Chartered  Semiconductor  and  due  to  wafer
purchases from Chartered to fill the  manufacturing  pipeline.  These  inventory
levels will be reduced as the  transition  to Chartered is  completed.  Accounts
payables  were  decreased to bring the Company  current with  vendor's  standard
payment terms.

           The  change  in  cash  flows  from  investing  activities  was due to
purchases  of equipment  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  and from the purchase of a  restricted  certificate  of deposit.  The


                                       -7-

<PAGE>


                               SIMTEK CORPORATION

equipment  purchased  consisted primarily of test fixtures and burn-in boards to
support  products  manufactured  at Chartered.  The  certificate  of deposit was
established  to secure a $250,000  line of credit.  The change in cash flow from
financing  activities is due to the $1,500,000  financing  transaction  that the
Company closed in June 1998.

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.  In the second quarter 1998, the Company continued
to ship  production  orders of all of 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.

           As of June 30, 1998,  the  Company's  backlog of  unshipped  customer
orders  expected  to be filled  within  the next six  months  was  approximately
$1,132,000. 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

           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.

           On  June  12,  1998,  the  Company  closed  a  $1,500,000   financing
transaction with two funds advised by Renaissance Capital Group of Dallas, Texas
("Renaissance").   The  funding  from  Renaissance  consists  of  $1,500,000  of
convertible  debentures with a seven year term at a 9 percent per annum interest
rate  (the"Debenture").  If the Debenture is not redeemed or converted  prior to
June 12, 2001, monthly installment  payments of $10 per $1,000 owing will begin.
Under  certain  conditions,  Renaissance  may  require the Company to redeem the
debenture.  The Company also has the right under certain conditions to redeem or
require conversion of the debenture.

           The debentures are convertible  into Simtek common stock at $0.35 per
share.  The agreement  allows for a one-time  adjustment to the $0.35 conversion
price under the following circumstances.  If the volume-weighted average closing
bid price of the  Company's  common  stock for the 30  consecutive  trading days
following  the  Company's  public press  release of its December 31, 1998 fiscal
year-end  financial results (the "1998 Conversion Price  Adjustment") is a price
less than the initial $0.35 conversion price and if the Company does not achieve
December   31,  1998  fiscal  year  pre-tax   income  of   $700,000,   excluding
extraordinary  gains and interest related to the Debenture,  then the conversion
price shall be subject to a one-time  downward  adjustment to an amount equal to
100% of 1998 Conversion Price  Adjustment.  The following other conditions allow
for an adjustment to the  conversion  price;  1) issuance of shares at less than
the conversion price; 2) sale of shares; 3) stock dividends and 4) stock splits,
subdivisions or combinations.

           The terms of the  Debenture  require  the  Company  to file a "shelf"
registration statement covering all of the common stock issuable upon conversion
of the debentures  within 180 days of the date of issue of the  debentures.  The
terms of the Debenture allow for piggy-back  registration  rights if the Company
proposes to register  any of its common  stock under the 1933 Act in  connection
with the  public  offering  of such  securities  for its own  account or for the
account of its security holders.

           The Debenture  agreement  also allows for  Renaissance to designate a
nominee to serve as a member of the Company's  Board of Directors,  in the event
of a monetary default under the Debenture agreement,  Renaissance may appoint an
additional nominee to serve as a member of the Company's Board of Directors.  As
of the date of this filing, Renaissance has not designated a nominee to serve as
a member of the Company's  Board of Directors.  The Debenture also requires that
the Company pay  Renaissance a monitoring fee of $1,000 per month for consulting
and monitoring services.

                                      -8-

<PAGE>


                               SIMTEK CORPORATION

           Management  has initiated an  enterprise-wide  program to prepare the
Company's computer and manufacturing systems and applications for the year 2000.
The Company  expects to incur  internal  staff costs as well as  consulting  and
other expenses  related to the year 2000 project.  At this point, the Company is
not able to  determine  the  estimated  cost for its year 2000  project  and, if
unresolved,  whether  the year 2000  issue  will have a  material  impact on the
operations of the Company.

                                       -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 20, 1998 announcing "Simtek Announces  Financial
           Results for the First Quarter of 1998"

           Form 8-K filed May 18, 1998; "1997 Annual Report to Shareholders"

           Form 8-K filed June 16,  1998;  press  releases  announcing  "Working
           Capital Infusion"

                                      -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 11, 1998                           By  /s/ Douglas Mitchell
                                             --------------------------------
                                             DOUGLAS MITCHELL
                                             Chief Executive Officer and
                                               President




August 11, 1998                           By  /s/ Richard L. Petritz
                                             --------------------------------
                                             RICHARD L. PETRITZ
                                             Chief Financial Officer (acting)



















                                      -11-