[GRAPHIC OMITTED - Company Logo]
Alliance Semiconductor Corporation

2575 Augustine Drive, Santa Clara, California 95054

July 27, 2001

Dear Stockholder:

You are cordially invited to attend the Alliance Semiconductor Corporation 2001
Annual Meeting of Stockholders, which will be held at the Company's headquarters
at 2575 Augustine Drive, Santa Clara, California 95054 on Friday, September 7,
2001 at 10:00 a.m., local time.

At the Annual Meeting, you will be asked to elect five directors, approve the
2002 Stock Option Plan, which would be the successor to the Company's 1992 Stock
Plan, which expires in April 2002, approve the appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants for the
current fiscal year, and to transact any other business that may properly come
before the meeting.

We hope you will be able to attend the Annual Meeting on September 7th for a
report on the status of the Company's business and performance during the fiscal
year ended March 31, 2001. There will be an opportunity for stockholders to ask
questions. Whether or not you plan to attend the meeting, please sign and return
the enclosed proxy card to ensure your representation at the meeting.

Very truly yours,

/s/ N. Damodar Reddy
-------------------------------------
N. Damodar Reddy
President and Chief Executive Officer

[GRAPHIC OMITTED - Company Logo]
Alliance Semiconductor Corporation

2575 Augustine Drive, Santa Clara, California 95054

- --------------------------------------------------------------------------------
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------

To Our Stockholders:

Notice is hereby given that the 2001 Annual Meeting of Stockholders of Alliance
Semiconductor Corporation (the "Company") will be held at the Company's
headquarters at 2575 Augustine Drive, Santa Clara, California 95054 on Friday,
September 7, 2001 at 10:00 a.m., local time for the following purposes:

1. To elect five directors of the Company to serve until the next Annual
Meeting of Stockholders or until their respective successors are elected
and qualified or until their earlier resignation, death or removal. The
Company's Board of Directors has nominated the following individuals to
serve: Juan A. Benitez, Sanford L. Kane, Jon B. Minnis, C.N. Reddy and N.
Damodar Reddy.

2. To approve the 2002 Stock Option Plan, which would be the successor to the
Company's 1992 Stock Plan, which expires in April 2002.

3. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Company for the current fiscal year.

4. To transact any other business as may properly come before the meeting or
any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.

Only stockholders of record at the close of business on July 20, 2001 are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.

By Order of the Board of Directors,

/s/ Bradley A. Perkins
-------------------------------------------
Bradley A. Perkins
Vice President, General Counsel and
Secretary

San Jose, California
July 27, 2001

- -------------------------------------------------------------------------------
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED - Company Logo]
Alliance Semiconductor Corporation

2575 Augustine Drive, Santa Clara, California 95054

- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------

Information Concerning Solicitation And Voting

General

The accompanying proxy (the "Proxy") is solicited on behalf of the Board of
Directors (the "Board" or the "Board of Directors") of Alliance Semiconductor
Corporation, a Delaware corporation ("Alliance" or the "Company"), for use at
the 2001 Annual Meeting of Stockholders of the Company to be held at the
Company's headquarters at 2575 Augustine Drive, Santa Clara, California 95054 on
Friday, September 7, 2001 at 10:00 a.m., local time (the "Annual Meeting"). Only
holders of record of the Company's Common Stock at the close of business on July
20, 2001 (the "Record Date") will be entitled to vote. At the close of business
on that date, the Company had 41,547,266 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. A majority of these shares will
constitute a quorum for the transaction of business at the Annual Meeting. This
Proxy Statement will be first mailed to stockholders on or about July 27, 2001.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use either by delivering to the Company
(Attention: General Counsel) a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person. If a proxy is properly signed and not revoked, the shares it represents
will be voted in accordance with the instructions of the stockholder. If no
specific instructions are given, the shares will be voted FOR the election as
directors of all of the nominees described below ("Proposal No. 1"); FOR
approval of the Company's 2002 Stock Option Plan ("Proposal No. 2"); FOR
ratification of the appointment of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending April 2, 2002 ("Proposal No.
3"); and as voted by the Proxy holders in connection with any other business as
may properly come before the meeting or any adjournment thereof.

Voting and Solicitation

Holders of shares of Common Stock are entitled to one vote for each share held
as of the Record Date. Shares of Common Stock may not be voted cumulatively.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Elections (the "Inspector") with the assistance of the Company's
transfer agent. The Inspector also will determine whether or not a quorum is
present. With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on all proposals (other than
the election of directors) and will be counted as present for purposes of the
item on which the abstention is noted. An abstention has the same effect as a
vote "Against" the matter. In the event that a broker indicates on a Proxy that
it does not have discretionary authority to vote certain shares on a particular
matter ("broker non-vote"), those shares will not be considered present and
shall not be entitled to vote with respect to that matter.

Each nominee to serve on the Board of Directors to be elected must receive a
plurality of the votes of the shares present in person or represented by proxy
at the Annual Meeting and entitled to vote on the election of directors
(provided a quorum is present). Votes withheld, as well as broker non-votes,
will not contribute to the number of votes required to elect a director.

Proposal No. 2 and Proposal No. 3 each require for approval the affirmative vote
of a majority of the shares of Common Stock of the Company present in person or
by proxy at the Annual Meeting and entitled to vote (provided a quorum is
present). Votes "Against" and "Abstain" will count toward the number of shares
voted at the Annual Meeting, but will not contribute toward the required number
of votes necessary to approve Proposal No. 2 and Proposal No. 3. Broker
non-votes will not be counted toward the number of shares voted at the Annual
Meeting in determining the number of affirmative votes necessary to approve
Proposal No. 2 and Proposal No. 3.

Unless otherwise instructed by the stockholder or described herein, each Proxy
validly returned in the form accompanying this Proxy Statement that is not
revoked will be voted in the election of directors "For" each of the nominees of
the Board of Directors, and "For" Proposal No. 2 and Proposal No. 3 described in
this Proxy Statement, and at the Proxy holders' discretion, on such other
matters, if any, that may come before the Annual Meeting (including any proposal
to adjourn the Annual Meeting).

The expenses of soliciting Proxies in the enclosed form will be paid by the
Company. Following the original mailing of the Proxy and other soliciting
materials, the Company will request brokers, custodians, nominees and other
record holders to forward copies of the Proxy and other soliciting materials to
persons for whom they hold shares of Common Stock and to request authority for
the exercise of Proxies. In such cases, the Company, upon the request of the
record holders, will reimburse such holders for their reasonable expenses.
Proxies may also be solicited by certain of the Company's directors, officers or
regular employees, without additional compensation, in person or by telephone or
facsimile.

Proposal No. 1
Election of Directors

At the Annual Meeting, the stockholders shall elect five directors of the
Company to serve until the next annual meeting of stockholders and until their
successors have been elected or until their earlier resignation, death or
removal. The Board of Directors has nominated for election as directors each of
the following persons: Juan A. Benitez, Sanford L. Kane, Jon B. Minnis, C.N.
Reddy and N. Damodar Reddy. Unless otherwise instructed, the Proxy holders will
vote the Proxies received by them for the Company's nominees named below. Each
of the nominees is currently a director of the Company. Assuming a quorum is
present, the five nominees for election as directors who receive the greatest
number of votes cast for the election of directors at the Annual Meeting will
become directors at the conclusion of the tabulation of votes. In the event that
any nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the Proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy or the Board
will be reduced in accordance with the Bylaws of the Company. It is not expected
that any nominee will be unable, or will decline, to serve as a director.

Directors/Nominees

The names of the current members of the Board, who are also the Company's
nominees for the Board, their ages as of July 27, 2001, and certain other
information about them, are set forth below:

Name of Nominee and Principle Occupation Director
Director Age Since
- --------------------- ---- ----------------------------------- ---------

N. Damodar Reddy (1) 62 Chairman of the Board, Chief 1985
Executive Officer, President and
Acting Chief Financial Officer of
the Company
C.N. Reddy 45 Executive Vice President, 1985
Investments and Director
Jon B. Minnis 65 President of Milpitas Materials 1992
(1)(2)(3) Company
Sanford L. Kane 59 President of Kane Concepts 1993
(1)(2)(3) Incorporated
Juan A. Benitez (2) 62 President and CEO of Enterprise 2001
Development International

(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Stock Benefit Committee.

N. Damodar Reddy and C.N. Reddy are brothers. There are no other family
relationships among any of the directors or executive officers of the Company.

N. Damodar Reddy is the co-founder of the Company and has served as the
Company's Chairman of the Board, Chief Executive Officer and President from its
inception in February 1985. Mr. Reddy also served as the Company's Chief
Financial Officer from June 1998 until January 1999, and is currently acting
Chief Financial Officer since the departure of the Company's prior Chief
Financial Officer in May 2001. From September 1983 to February 1985, Mr. Reddy
served as President and Chief Executive Officer of Modular Semiconductor, Inc.,
and from 1980 to 1983, he served as manager of Advanced CMOS Technology
Development at Synertek, Inc., a subsidiary of Honeywell, Inc. Prior to that
time, Mr. Reddy held various research and development and management positions
at Four Phase Systems, a subsidiary of Motorola, Inc., Fairchild Semiconductor
and RCA Technology Center. Mr. Reddy is a member of the board of directors of
two other publicly traded companies, Sage, Inc. and eMagin Corporation. He holds
an M.S. degree in Electrical Engineering from North Dakota State University and
an M.B.A. from Santa Clara University. N. Damodar Reddy is the brother of C.N.
Reddy.

C.N. Reddy is the co-founder of the Company and has served as a director of the
Company since its inception in February 1985. Mr. Reddy served as Secretary to
the Company from February 1985 to October 2000. Beginning in February 1985, Mr.
Reddy served as the Company's Vice President - Engineering. In May 1993, he was
appointed Senior Vice-President - Engineering and Operations of the Company. In
December 1997, he was appointed Executive Vice President and Chief Operating
Officer. In October 2000, Mr. Reddy resigned his positions as Chief Operating
Officer and Secretary, and was appointed Executive Vice President for
Investments. From 1984 to 1985, he served as Director of Memory Products of
Modular Semiconductor, Inc., and from 1983 to 1984, Mr. Reddy served as a SRAM
product line manager for Cypress Semiconductor Corporation. From 1980 to 1983,
Mr. Reddy served as a DRAM development manager for Texas Instruments, Inc. and,
before that, he was a design engineer with National Semiconductor Corporation
for two years. Mr. Reddy holds an M.S. degree in Electrical Engineering from
Utah State University. Mr. Reddy is named inventor of over 15 patents related to
SRAM and DRAM designs. C.N. Reddy is the brother of N. Damodar Reddy.

Jon B. Minnis has served as a director of the Company since April 1992. For more
than 30 years, he has been President of Milpitas Materials Company, a
construction materials company. Mr. Minnis has also been involved in venture
capital investment activities for high technology companies.

Sanford L. Kane has served as a director of the Company's Board of Directors
since June 1993. He currently serves as President of Kane Concepts Incorporated,
a consulting company, and President of Legacy Systems, Inc. a startup company in
which Alliance is the largest shareholder. From January 1993 to April 1995, he
served as Chairman and Chief Executive Officer of Tower Semiconductor Ltd., a
publicly held wafer fabrication company. From October 1990 to January 1992, he
was President and Chief Executive Officer of PCO, Inc., a manufacturer of fiber
optic electronic products. From July 1989 to June 1990, he was President and
Chief Executive Officer of U.S. Memories, Inc., a joint venture that was
intended to be a United States manufacturer of semiconductor memory devices.
Prior to July 1989, Mr. Kane spent 27 years with IBM in various managerial and
technical positions, most recently as Vice President of Industry Operations -
General Technology Division. While at IBM, Mr. Kane served as a director of
SEMATECH and the Semiconductor Industry Association.

Juan A. Benitez was elected in June 2001 to serve on the Company's Board of
Directors until the upcoming Stockholder's Meeting in September 2001, where he
would be nominated for election by the stockholders. He currently serves as
President and Chief Executive Officer of Enterprise Development International, a
non-profit economic development organization supporting microenterprise
development programs with business training, technical support and capital
procurement. From April 1995 to January 1997, Mr. Benitez was the Director of
the Washington office of Opportunity International, a non-profit global
confederation of microenterprise development organizations. From January 1993 to
April 1995, he was a consultant for various entities on operations, recruiting,
fundraising, asset management, marketing and policy making. Mr. Benitez was
President, Chief Executive Officer and a director of Paradigm Technology, Inc.,
a semiconductor company, from August 1992 to January 1993. He was president and
a director of Lifestream Diagnostics Inc., a medical instruments startup
company, from September 1990 to February 1991. In 1989, Mr. Benitez was
appointed by the Bush administration to the post of the United States Department
of Commerce - Deputy Assistant Commerce Secretary, and then served as Deputy
Commerce Undersecretary until September 1990. From October 1980 to December
1988, Mr. Benitez served in various roles with Micron Technology, Inc., starting
as the eighth employee of the founding group and managing different phases of
the start-up and growth of the company, including Facilities Manager, Vice
President of Operations, President and Chief Operating Officer, and as a
director. Mr. Benitez currently is a member of the board of directors of Nextest
Systems Corporation.

Meetings and Committees of the Board of Directors

Board of Directors

During the fiscal year ended March 31, 2001 ("fiscal 2001"), the Board of
Directors met four times and acted by unanimous written consent six times. Each
incumbent director attended all of the meetings of the Board of Directors and of
the committees of the Board on which he served, except for C.N. Reddy, who did
not attend one Board meeting.

The Board of Directors has delegated certain authority to designated committees.
Standing committees of the Board currently include an Audit Committee, a
Compensation Committee and a Stock Benefit Committee, the current membership and
duties of which are set forth below. The Board does not have a nominating
committee or a committee performing the functions of a nominating committee.
Although there are no formal procedures for stockholders to nominate persons to
serve as directors, the Board will consider nominations from stockholders, which
should be addressed to the Company's Secretary at the Company's address set
forth above.

Audit Committee Compensation Stock Benefit
Committee Committee
----------------- ----------------- -----------------

Sanford L. Kane Sanford L. Kane Sanford L. Kane
Jon B. Minnis Jon B. Minnis Jon B. Minnis
Juan A. Benitez N. Damodar Reddy

Audit Committee

The Audit Committee consists of three directors and exercises the following
powers: (1) meets with the Company's independent accountants to review the
adequacy of the Company's internal control systems and financial reporting
procedures; (2) reviews the general scope of the Company's annual audit and fees
charged by the independent accountants; (3) reviews and monitors the performance
of non-audit services provided by the independent accountants; and (4) reviews
interested transactions between the Company and any of its affiliates and any
other matter to be passed upon by an audit committee as a matter of law or
pursuant to the rules and regulations of any stock exchange or other securities
market upon which the Company's securities may be listed. The Audit Committee
held two meetings in fiscal 2001.

Compensation Committee

The Compensation Committee consists of three directors and sets all non-stock
compensation for the Company's officers, employees and service providers, other
than directors. The Compensation Committee met once in fiscal 2001.

Stock Benefit Committee

The Stock Benefit Committee consists of two directors and the administers of the
Company's 1992 Stock Option Plan, 1993 Directors Stock Option Plan, 1996
Employee Stock Purchase Plan and other stock benefit plans for officers,
employees and other service providers; however, the Stock Benefit Committee does
not administer discretionary stock benefit plans for directors. In fiscal 2001,
the Stock Benefit Committee met four times and acted by unanimous written
consent 157 times.

Directors' Compensation

Directors resident in California do not receive compensation for serving as
members of the Company's Board of Directors. Each director resident outside of
California receives a $5,000 fee for each meeting of the Company's Board of
Directors physically attended by such director (provided, however, that no such
director shall be paid more than $20,000 during any fiscal year). All directors
are reimbursed for expenses incurred attending meetings of the Board. In fiscal
1994, Messrs. Minnis and Kane, the Company's two non-employee directors, were
each granted options to purchase 90,000 shares of Common Stock, at an exercise
price of $1.33 per share, all of which have been exercised. In fiscal 1998,
Messrs. Minnis and Kane were each granted options to purchase 50,000 shares of
Common Stock, at an exercise price of $5.50 per share. Each of these options
vest in increments of 20% per year on each of the first five anniversaries
subsequent to June 9, 1997, in the case of Mr. Kane, and May 10, 1997, in the
case of Mr. Minnis. Upon being elected a director on June 30, 2001, Mr. Benitez
was granted an option to purchase 50,000 shares of Common Stock, at an exercise
price per share of $11.89. This option vests in increments of 20% per year on
each of the first five anniversaries subsequent to June 30, 2001.

The Board of Directors recommends a vote FOR the
election of each of the nominated directors.

Proposal No. 2
Approval of the 2002 Stock Option Plan

In 1992, the Board of Directors adopted, and the stockholders subsequently
approved, the Company's 1992 Stock Plan (the "1992 Plan"). As a result of a
series of amendments, at July 27, 2001 there were 13,000,000 shares of the
Company's Common Stock authorized for issuance under the 1992 Plan, including
all options which had been granted under the 1992 Plan prior to such date.

At July 9, 2001, options (net of canceled or expired options) covering an
aggregate of 8,575,113 shares of the Company's Common Stock had been granted
under the 1992 Plan, and 4,424,887 shares (other than any shares that might in
the future be returned to the 1992 Plan as a result of cancellation or
expiration of options) remained available for future grant under the 1992 Plan.

The 1992 Plan will expire in April 2002. In July 2001, the Company's Board of
Directors adopted the 2002 Stock Option Plan (the "2002 Plan"), subject to
stockholder approval. If approved, the plan will become effective on April 7,
2002, the expiration date of the 1992 Plan, The 2002 Plan covers up to
13,000,000 shares of Common Stock (the amount currently available under the 1992
Plan) and is substantively identical the 1992 Plan. All non-expired and
non-cancelled options under the 1992 Plan will be transferred to the 2002 Plan
upon the effective date of the 2002 Plan.

Stockholders are requested in this Proposal 2 to approve the 2002 Plan. If the
stockholders fail to approve this Proposal 2, the Company may not be able to
provide future option grants to employees, directors or consultants. The
affirmative vote of the holders of a majority of the shares present in person or
represented by proxy and entitled to vote at the meeting, at which a quorum is
present, will be required to approve the 2002 Plan. Abstentions will be counted
toward the tabulation of votes cast on this proposal and will have the same
effect as negative votes. Broker non-votes are not counted in determining
whether this proposal has been approved.

The Board of Directors recommends a vote FOR
approval of the 2002 Stock Option Plan.

The essential features of the 2002 Plan are outlined below:

General

The 2002 Plan provides for the grant of both incentive and nonstatutory (or
supplemental) stock options. Incentive stock options granted under the 2002 Plan
are intended to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Nonstatutory stock options granted under the 2002 Plan are intended not to
qualify as incentive stock options under the Code. See "Federal Income Tax
Information" below for a discussion of the tax treatment of incentive and
nonstatutory stock options. The 2002 Plan will become effective on April 7,
2002, the expiration date of the 1992 Plan. All non-expired and non-cancelled
options under the 1992 Plan will be transferred to the 2002 Plan upon the
effective date of the 2002 Plan.

Purpose

The 2002 Plan was adopted to provide a means by which selected officers and
employees of and consultants to the Company and its affiliates could be given an
opportunity to purchase stock in the Company, to assist in retaining the
services of employees holding key positions, to secure and retain the services
of persons capable of filling such positions and to provide incentives for such
persons to exert maximum efforts for the success of the Company. All of the
Company's approximately 180 regular, full-time employees and consultants would
be eligible to participate in the 2002 Plan.

Administration

The 2002 Plan is administered by the Board of Directors. The Board has the power
to construe and interpret the 2002 Plan and, subject to the provisions of the
2002 Plan, to determine the persons to whom and the dates on which options will
be granted, the number of shares to be subject to each option, the time or times
during the term of each option within which all or a portion of such option may
be exercised, the exercise price, the type of consideration and other terms of
the option. The Board of Directors is authorized to delegate administration of
the 2002 Plan to a committee composed of not fewer than two members of the
Board. The Board has delegated administration of the 2002 Plan to the Stock
Benefits Committee of the Board. As used herein with respect to the 2002 Plan,
the "Board" refers to the Stock Benefits Committee as well as to the Board of
Directors itself.

Eligibility

Incentive stock options may be granted under the 2002 Plan only to employees
(including officers) of the Company and its affiliates. Selected employees
(including officers) and consultants are eligible to receive nonstatutory stock
options under the 2002 Plan.

No incentive stock option may be granted under the 2002 Plan to any person who,
at the time of the grant, owns (or is deemed to own) stock possessing more than
10% of the total combined voting power of the Company or any affiliate of the
Company, unless the option exercise price is at least 110% of the fair market
value of the stock subject to the option on the date of grant and the term of
the option does not exceed five years from the date of grant. With respect to
incentive stock options granted under the 2002 Plan, the aggregate fair market
value, determined at the time of grant, of the shares of Common Stock with
respect to which such options are exercisable for the first time by an optionee
during any calendar year (under all such plans of the Company and its
affiliates) may not exceed $100,000. The 2002 Plan includes a per-employee,
per-fiscal year limitation equal to 700,000 shares of Common Stock.

Stock Subject to the 2002 Plan

If options granted under the 2002 Plan expire or otherwise terminate without
being exercised, the Common Stock not purchased pursuant to such options again
becomes available for issuance under the 2002 Plan.

Terms of Options

The following is a description of the permissible terms of options under the
2002 Plan. Individual option grants may be more restrictive as to any or all of
the permissible terms described below.

Exercise Price; Payment. The exercise price of incentive stock options under the
2002 Plan may not be less than the fair market value of the Common Stock subject
to the option on the date of the option grant, and in some cases (see
"Eligibility" above), may not be less than 110% of such fair market value. The
exercise price of nonstatutory options under the 2002 Plan may not be less than
85% of the fair market value of the Common Stock subject to the option on the
date of the option grant. However, if options were granted with exercise prices
below market value, deductions for compensation attributable to the exercise of
such options could be limited by Section 162(m) of the Code. See "Federal Income
Tax Information" below.

The exercise price of options granted under the 2002 Plan must be paid either:
(a) in cash at the time the option is exercised; or (b) at the discretion of the
Board, (i) by delivery of other Common Stock of the Company, or (ii) pursuant to
a deferred payment arrangement or in any other form of legal consideration
acceptable to the Board.

Option Exercise. Options granted under the 2002 Plan may become exercisable
("vest") in cumulative installments as determined by the Board. Shares covered
by currently outstanding options under the 2002 Plan typically vest at the rate
of 20% on each annual anniversary of the grant date during the optionee's
employment or service as a consultant. Shares covered by options granted in the
future under the 2002 Plan may be subject to different vesting terms. The Board
has the power to accelerate the time during which an option may be exercised. In
addition, options granted under the 2002 Plan may permit exercise prior to
vesting, but in such event the optionee may be required to enter into an early
exercise stock purchase agreement that allows the Company to repurchase shares
not yet vested should the optionee leave the employ of the Company prior to
vesting. To the extent provided by the terms of an option, an optionee may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such option by a cash payment upon exercise, by authorizing the
Company to withhold a portion of the stock otherwise issuable to the optionee,
by delivering already-owned stock of the Company or by a combination of these
means.

Term. The maximum term of options granted under the 2002 Plan is 10 years,
except that in certain cases (see "Eligibility") the maximum term is five years.
Options granted under the 2002 Plan terminate three months after termination of
the optionee's employment or relationship as a consultant or director of the
Company or any affiliate of the Company, unless (a) such termination is due to
such person's permanent and total disability (as defined in the Code), in which
case the option may, but need not, provide that it may be exercised at any time
within one year of such termination; (b) the optionee dies while employed by or
serving as a consultant or director of the Company or any affiliate of the
Company, or within three months after termination of such employment or
relationship, in which case the option may, but need not, provide that it may be
exercised (to the extent the option was exercisable at the time of the
optionee's death) within 18 months of the optionee's death by the person or
persons to whom the rights to such option pass by will or by the laws of descent
and distribution; (c) or the option by its terms specifically provides
otherwise. Individual options by their terms may provide for exercise within a
longer or shorter period of time following termination of employment or the
relationship as a director or consultant. The option term may also be extended
in the event that exercise of the option within these periods is prohibited
under then current securities laws.

Adjustment Provisions

If there is any change in the stock subject to the 2002 Plan or subject to any
option granted under the 2002 Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the 2002 Plan and options
outstanding thereunder will be appropriately adjusted as to the class and the
maximum number of shares subject to such plan, the maximum number of shares
which may be granted to an employee during a fiscal year, and the class, number
of shares and price per share of stock subject to such outstanding options.

Effect of Certain Corporate Events

The 2002 Plan provides that in the event of a dissolution or liquidation of the
Company, specified type of merger or other corporate reorganization, to the
extent permitted by law, any surviving corporation may assume or replace options
outstanding under the 2002 Plan. In the event that any surviving corporation
declines to assume or replace options outstanding under the 2002 Plan, then the
options will terminate on that date specified by the Board at least 20 days
after the date when the Company gives the optionees notice of such termination.

Duration, Amendment and Termination

The Board may suspend or terminate the 2002 Plan without stockholder approval or
ratification at any time or from time to time. Unless sooner terminated, the
2002 Plan will terminate on April 7, 2012.

The Board may also amend the 2002 Plan at any time or from time to time.
However, no amendment will be effective unless approved by the stockholders of
the Company within 12 months before or after its adoption by the Board if
stockholder approval is required in order for the 2002 Plan to satisfy Section
422 of the Code, Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or the Nasdaq or securities exchange
rules, as applicable. The Board may submit any other amendment to the 2002 Plan
for stockholder approval, including, but not limited to, amendments intended to
satisfy the requirements of Section 162(m) of the Code regarding the exclusion
of performance-based compensation from the limitation on the deductibility of
compensation paid to certain employees.

Restrictions on Transfer

Under the 2002 Plan, an option may be transferred by the optionee in limited
circumstances only as provided in the optionee's option agreement or pursuant to
a will or by the laws of descent and distribution and, during the lifetime of
the optionee, may be exercised only by the optionee. In addition, shares subject
to repurchase by the Company under an early exercise stock purchase agreement
may be subject to such restrictions on transfer as the Board deems appropriate.

Federal Income Tax Information

Incentive Stock Options. Incentive stock options under the 2002 Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Code.

There generally are no federal income tax consequences to the optionee or the
Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the optionee's
alternative minimum tax liability, if any.

If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are exercised by the
optionee, any gain or loss on a disposition of such stock will be treated as
long-term capital gain or loss. Generally, if the optionee disposes of the stock
before the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of disposition, the optionee will realize taxable
ordinary income equal to the lesser of (a) the excess of the stock's fair market
value on the date of exercise over the exercise price, or (b) the optionee's
actual gain, if any, on the purchase and sale. Any additional gain, or any loss,
upon the disqualifying disposition will be a capital gain or loss, which will be
long-term or short-term depending on whether the stock was held for more than
one year. Long-term capital gains currently are generally subject to lower tax
rates than ordinary income. The maximum capital gains rate for federal income
tax purposes is currently 20% while the maximum ordinary income rate is
effectively 39.6% at the present time. Slightly different rules may apply to
optionees who acquire stock subject to certain repurchase options or who are
subject to Section 16(b) of the Exchange Act.

To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.

Nonstatutory Stock Options. Nonstatutory stock options granted under the 2002
Plan generally have the following federal income tax consequences:

There are no tax consequences to the optionee or the Company by reason of the
grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock
option, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation, the Company will generally be
entitled to a business expense deduction equal to the taxable ordinary income
realized by the optionee. Upon disposition of the stock, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will be long
or short-term depending on whether the stock was held for more than one year.
Slightly different rules may apply to optionees who acquire stock subject to
certain repurchase options or who are subject to Section 16(b) of the Exchange
Act.

Potential Limitation on Company Deductions. In 1993, the Code was amended to add
Section 162(m), which denies a deduction to any publicly-held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1 million for a covered employee, as such term is defined
in Section 162(m) and the regulations thereunder. It is possible that
compensation attributable to stock options, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year, as happened in fiscal 2001.

Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with proposed Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that the option is granted by a compensation committee
comprised solely of "outside directors" and either: (i) the option plan contains
a per-employee limitation on the number of shares for which options may be
granted during a specified period, the per-employee limitation is approved by
the stockholders, and the exercise price of the option is no less than the fair
market value of the stock on the date of grant; or (ii) the option is granted
(or exercisable) only upon the achievement (as certified in writing by the
compensation committee) of an objective performance goal established in writing
by the compensation committee while the outcome is substantially uncertain and
the option is approved by stockholders.

There were no stock options granted to the officers and directors of the Company
during fiscal 2001.

Proposal No. 3
Ratification of Appointment of Independent Accountants

The Board of Directors has appointed PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending April 2, 2002, and the
stockholders are being asked to ratify such appointment. PricewaterhouseCoopers
LLP (or its predecessor) has been engaged as the Company's independent
accountants since the Company's inception in 1985. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting,
will be given an opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR ratification of the appointment
of PricewaterhouseCoopers LLP as the Company's independent accountants.

Executive Officers of the Company

Certain information concerning executive officers of the Company, including
their ages of July 27, 2001, is set forth below:

Name Age Position
- -------------------- ---- --------------------------------------------------

N. Damodar Reddy 62 Chairman, President, Chief Executive Officer,
and Acting Chief Financial Officer

C.N. Reddy 45 Executive Vice President for Investments, Director

Bradley A.Perkins 44 Vice President, General Counsel and Secretary

Ritu Shrivastava 50 Vice President, Technology Development

Bradley A. Perkins joined the Company in January 1999, and was appointed Vice
President and General Counsel. In January 2001, Mr. Perkins was appointed
Secretary of the Company. Prior to joining the Company, Mr. Perkins was Vice
President, General Counsel and Secretary at Mission West Properties (formerly
Berg & Berg Developers), from January 1998 to January 1999. From November 1991
to January 1998, Mr. Perkins was with Valence Technology, Inc., where he was
Vice President, General Counsel and Secretary. From August 1988 to November
1991, Mr. Perkins was Assistant General Counsel and Intellectual Property
Counsel with VLSI Technology, Inc. Mr. Perkins holds a B.S.E. in electrical
engineering from Duke University, and a J.D. from McGeorge School of Law,
University of the Pacific.

Ritu Shrivastava joined the Company in November 1993, and was appointed Vice
President - Technology Development in August 1995. Dr. Shrivastava was
designated as an executive officer of the Company in July 1997. Prior to joining
the Company, Dr. Shrivastava worked at Cypress Semiconductor Corporation for
more than 10 years in various technology management positions, the last one
being Director of Technology Development. Prior to that time, Dr. Shrivastava
was with Mostek Corporation for 3 years, responsible for CMOS development. Dr.
Shrivastava served on the Electrical Engineering faculty at Louisiana State
University where he also received his Ph.D. Dr. Shrivastava completed his
Masters and Bachelor's degrees in Electrical Communication Engineering from
Indian Institute of Science, Bangalore, India and a Bachelor's degree in Physics
from Jabalpur University, India. Dr. Shrivastava is named inventor in over nine
patents related to various technologies, and is a Senior Member of IEEE.

Security Ownership of Certain Beneficial Owners And Management

The following table sets forth information that has been provided to the Company
with respect to beneficial ownership of shares of the Company's Common Stock as
of July 9, 2001 (or such other date as may be indicated in the footnote for the
respective person) for (i) each person or entity who is known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
each executive officer named in the Summary Compensation Table, (iii) each
director of the Company and (iv) all directors and executive officers of the
Company as a group. On July 9, 2001, there were 41,522,266 shares of the
Company's Common Stock outstanding.

Shares Beneficial
Owned (1)(2)
---------------------
Number of Percent
Name of Beneficial Owner Shares (%)
- ------------------------------------------ ------------ --------

N. Damodar Reddy (3) 7,570,650 18.1
C.N. Reddy (4) 7,215,850 17.2
State of Wisconsin Investment Board (5) 1,721,900 4.1
Jon B. Minnis (6) 807,000 1.9
Sanford L. Kane (7) 150,000 *
Juan A. Benitez 0 0.0
Ritu Shrivastava (8) 270,082 *
Bradley A. Perkins 0 0.0
All executive officers and 16,013,582 38.3
directors named in the Summary
Compensation Table as a group
(8 persons) (9)

* Less than 1%. (1) Unless otherwise noted, the Company believes that all
persons or entities named in the table have sole voting and sole investment
power with respect to all shares of Common Stock shown in the table to be
beneficially owned by them, subject to community property laws where
applicable.

(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days of July 9, 2000 upon the exercise of
options, excluding, however, options granted pursuant to the Company's 1996
Employee Stock Purchase Plan ("ESPP"), as the shares subject to option
under the ESPP for the next applicable Purchase Date (August 15, 2000) may
depend upon the fair market value of the Company's Common Stock on such
Purchase Date, which value is not known as of the date of this Proxy
Statement. Each stockholder's percentage ownership is determined by
assuming that options that are held by such person (but not those held by
any other person) and that are exercisable within 60 days of July 9, 2000
have been exercised.

(3) Includes 345,000 shares held of record by N.D.R. Investments, Inc., of
which N. Damodar Reddy is the sole stockholder. The address of N. Damodar
Reddy is c/o Alliance Semiconductor Corporation, 2575 Augustine Drive,
Santa Clara, California 95054. Includes 80,000 shares subject to options
exercisable within 60 days of July 9, 2001.

(4) Includes 677,500 shares held of record by C.N. Reddy Investments, Inc., of
which C.N. Reddy is the sole stockholder. The address of C.N. Reddy is c/o
Alliance Semiconductor Corporation, 2575 Augustine Drive, Santa Clara,
California 95054. Includes 60,000 shares subject to options exercisable
within 60 days of July 9,2001.

(5) Represents shares held as of June 30, 2001, as reported on Amendment No. 4
to Schedule 13G filed by the State of Wisconsin Investment Board on or
about February 14, 2001. The address of the State of Wisconsin Investment
Board is P.O. Box 7842, 112 East Wilson Street, Madison, Wisconsin 53707.

(6) Includes 697,000 shares owned of record by Milpitas Materials Company, of
which Mr. Minnis is the President and a stockholder. Includes 20,000 shares
subject to options exercisable within 60 days of July 9, 2001.

(7) Includes 40,000 shares subject to options exercisable within 60 days of
July 9, 2001.

(8) Includes 130,082 shares subject to options exercisable within 60 days of
July 9, 2001.

(9) Includes 330,082 shares subject to options exercisable within 60 days of
July 9, 2001.

Executive Compensation

The following table sets forth certain information concerning compensation of
(i) the Company's Chief Executive Officer, and (ii) the four other most highly
compensated executive officers of the Company serving at March 31, 2001, for the
fiscal year ended March 31, 2001 and each of the Company's past two fiscal
years. David Eichler resigned in May 2001.

Summary Compensation Table

Long Term
Annual Compensation Compensation
Awards
---------------------------- -------------
FiscalSalary Bonus Other Securities
Name and Principal Year ($) ($)(1) Annual Underlying
Position Compensation Options
($)(2) (#)(3)
- ------------------------ ----- ------ ------- ------------ -------------

N. Damodar Reddy 2001 300,000 - - -
President and Chief 2000 300,000 797,125(4) - 200,000
Executive Officer 1999 300,000 - - -

C.N. Reddy 2001 274,992 - -
Executive Vice 2000 274,992 797,125(4) - 150,000
President, Investments 1999 274,992 - - -

David Eichler (5) 2001 211,693 33,000 - -
Vice President, 2000 200,000 28,469(4) - -
Finance and 1999 49,295 - - 100,000
Administration and
Chief Financial Officer

Bradley A. Perkins (6) 2001 182,597 10,800 - -
Vice President, 2000 175,000 - - -
General Counsel and 1999 37,159 - - 100,000
Secretary

Ritu Shrivastava 2001 178,615 16,000 - -
Vice President, 2000 170,640 28,469(4) - -
Technology Development 1999 169,328 - 127,081(7) 198,750

(1) Represents bonuses earned for services rendered during the fiscal year
listed, even if paid after the end of the fiscal year.

(2) Perquisites are excluded as their aggregate value did not meet the
reporting threshold of the lesser of $50,000 or 10% of the individual's
salary plus bonus.

(3) Excludes grants of options pursuant to the ESPP.

(4) Represents the fair market value of Broadcom Corporation stock at the time
of distribution as a bonus.

(5) Mr. Eichler joined the Company in January 1999 and resigned in May 2001.

(6) Mr. Perkins joined the Company in December 1998.

(7) In May 1998 Mr. Shrivastava voluntarily renounced his prior stock option
and the Company agreed to pay Mr. Shrivastava $127,081 as a settlement of
its obligation to reimburse him.

Option Grants In Last Fiscal Year

There were no grants of options to purchase the Company's Common Stock made
during the fiscal 2001 to the executive officers named in the Summary
Compensation Table above.

Aggregated Option Exercises In Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth information concerning shares acquired on
exercise of stock options during fiscal 2001 and the value of stock options held
at the end of fiscal 2001 by each of the executive officers named in the Summary
Compensation Table above.

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Shares Value at Fiscal Year End (#)(2) at Fiscal Year End ($)(2)(3)
Acquired on Realized ---------------------------- ----------------------------
Grantee Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ------------- ------------- ------------- ------------- ------------- -------------

N. Damodar Reddy 0 0 40,000 160,000 13,419 53,675
C.N. Reddy 0 0 30,000 120,000 9,099 36,395
David Eichler 0 0 40,000 60,000 302,300 453,450
Bradley A. Perkins 20,000 230,783 0 60,000 0 427,200
Ritu Shrivastava 34,375 808,698 105,082 68,000 650,005 365,400

(1) "Value Realized" represents the fair market value of the shares underlying
the option on the date of exercise based on the per share closing price of
the Company's Common Stock as reported on the Nasdaq National Market, less
the aggregate exercise price, and may not be realized upon the sale of the
shares underlying the option, and does not necessarily indicate that the
optionee sold such shares.

(2) Excludes options issued pursuant to the Company's 1996 Employee Stock
Purchase Plan for the purchase period in effect at 2001 fiscal year-end, as
amount of shares to be purchased and purchase price per share are not
determinable prior to August 15, 2001.

(3) These values have not been and may never be realized. They are based on the
difference between the respective exercise prices of outstanding stock
options and the closing price of the Company's Common Stock on March 30,
2001 of $11.625 per share.

Certain Transactions

In May 1998, the Company loaned N. Damodar Reddy and C.N. Reddy the sums of
approximately $895,078 and $720,429, respectively, to pay taxes associated with
their respective exercises in May 1998 of options granted in 1993 pursuant to
the 1992 Plan. Each of the borrowers executed a promissory note in favor of the
Company with respect to their respective loan. Each such promissory note
provided that on or before December 31, 1998, the borrower would repay the
outstanding principal, together with interest at a rate of 5.50% per annum. In
December 1998, the Board extended the term of each promissory note by one year,
to December 31, 1999. In December 1999, the Board again extended the term of
each promissory note by one year, to December 31, 2000. In December 2000, the
Board again extended the term of each promissory note by one year, to December
31, 2001. Each such promissory note provides that if the borrower's full-time
employment with the Company ceases, any unpaid principal plus accrued and unpaid
interest shall become immediately due and payable. Moreover, each such
promissory note is secured by certain shares of the Company's fully-paid and
non-assessable Common Stock that borrower had owned for more than six months
prior to the date of the promissory note. In the case of N. Damodar Reddy, the
promissory note is secured by 186,000 shares of Common Stock, and in the case of
C.N. Reddy, the promissory note is secured by 150,000 shares of Common Stock. No
payments have become due or been made to date with respect to either such
promissory note. The aggregate indebtedness at July 9, 2001 under such
promissory notes is approximately $1,046,868 (in the case of N. Damodar Reddy)
and $832,696 (in the case of C.N. Reddy), respectively.

The Company has made a $1 million investment in Legacy Systems, Inc., for which
Mr. Kane was Chairman and Chief Executive Officer, before his resignation in
December 2000. Because of the investment, Alliance is entitled to a seat on that
company's board of directors, which is presently occupied by Mr. N. Damodar
Reddy. Legacy Systems produces wet-processing semiconductor manufacturing
equipment and is not a competitor, supplier or customer of Alliance.

In August 2000, the Company loaned Bradley A. Perkins the sum of $250,000 to
make an investment in Solar Venture Partners, L.P., a Delaware limited
partnership ("Solar"). Mr. Perkins executed a promissory note in favor of the
Company with respect to the loan. The promissory note provided that on or before
March 31, 2001, Mr. Perkins was to repay the outstanding principal, together
with interest at a rate of 7.00% per annum. Mr. Perkins repaid the outstanding
principal and interest in February 2001.

In October 1999, the Company formed Alliance Venture Management, LLC, a
California limited liability company ("Alliance Venture Management"), to manage
and act as the general partner in the investment funds the Company intended to
form. Alliance Venture Management does not directly invest in the investment
funds with the Company, but it is entitled to a management fee out of the net
profits of the investment funds. This management company structure was created
to provide incentives to the individuals who participate in the management of
the investment funds by allowing them limited participation in the profits of
the various investment funds through the management fees paid by the investment
funds.

In November 1999, the Company formed Alliance Ventures I, L.P. ("Alliance
Ventures I") and Alliance Ventures II, L.P. ("Alliance Ventures II"), both
California limited partnerships. The Company, as the sole limited partner, owns
100% of the units of each partnership. Alliance Venture Management acts as the
general partner of these partnerships and receives a management fee of 15% of
the profits from these partnerships for its managerial efforts. At Alliance
Venture Management's inception, Series A Units and Series B Units in Alliance
Venture Management were created. The holders of Series A Units and Series B
Units are entitled to the management fees received by Alliance Venture
Management from Alliance Ventures I and Alliance Ventures II, respectively. In
February 2000, upon the creation of Alliance Ventures III, L.P. ("Alliance
Ventures III"), a California limited partnership, the management agreement for
Alliance Venture Management was amended to create Series C Units, whose holders
are entitled to the management fee received by Alliance Venture Management from
Alliance Ventures III, which is 16% of the profits from Alliance Ventures III.
In January 2001, the Company formed Alliance Ventures IV, L.P. ("Alliance
Ventures IV") and Alliance Ventures V, L.P. ("Alliance Ventures V"), both
California limited partnerships, and amended the management agreement for
Alliance Venture Management to create Series D Units and Series E Units, whose
holders are entitled to the management fee received by Alliance Venture
Management from Alliance Ventures IV and Alliance Ventures V, which is 15% of
the profits from each of Alliance Ventures IV and Alliance Ventures V.

Each of the holders of the Series A Units, Series B Units, Series C Units,
Series D Units and Series E Units paid the initial carrying value for such
units. While the Company owns 100% of the Common Units in Alliance Venture
Management, it does not hold any Series A Units, Series B Units, Series C Units,
Series D Units or Series E Units and does not participate in the management fees
generated by the management of the investment funds. As of July 27, 2001, the
Company's senior management hold the majority of the units of Alliance Venture
Management:

Initial
Units Type of Units Carrying Value
--------- --------------- --------------

Alliance Semiconductor Corporation 10,000 Common Units $2,500.00

N. Damodar Reddy 10,000 Series A Units $2,500.00
10,000 Series B Units $2,500.00
8,000 Series C Units $2,000.00
10,000 Series D Units $2,500.00
10,000 Series E Units $2,500.00

C.N. Reddy 10,000 Series A Units $2,500.00
10,000 Series B Units $2,500.00
8,000 Series C Units $2,000.00
10,000 Series D Units $2,500.00
10,000 Series E Units $2,500.00

Bradley A. Perkins 632 Series A Units $158.00
1,000 Series B Units $250.00
933 Series C Units $233.25
1,000 Series D Units $250.00
1,000 Series E Units $250.00

Non-executive employee 10,000 Series A Units $2,500.00
10,000 Series B Units $2,500.00
9,333 Series C Units $2,333.25
10,000 Series D Units $2,500.00
10,000 Series E Units $2,500.00

In fiscal 2001, N. Damodar Reddy, C.N. Reddy, Bradley A. Perkins and David
Eichler received distributions from Alliance Venture Management. Upon Mr.
Eichler's resignation from the Company in May 2000, Alliance Venture Management
exercised its right to repurchase Mr. Eichler's units in Alliance Venture
Management.

Alliance Venture Management made a distribution for the Orologic / Vitesse
merger on May 18, 2000, with the market value of $50.25 per share on the date of
the distribution:

Shares Market Value
-------- ---------------

N. Damodar Reddy 39,977 $2,008,844.25
C.N. Reddy 39,977 $2,008,844.25
Bradley A. Perkins 2,533 $127,283.25
David Eichler 1,690 $84,922.50
Non-executive employee 39,977 $2,008,844.25

Alliance Venture Management made a distribution for the Malleable / PMC Sierra
merger on September 13, 2000, with the market value of $206.00 per share on the
date of the distribution:

Shares Market Value
-------- ---------------

N. Damodar Reddy 3,406 $701,636.00
C.N. Reddy 3,406 $701,636.00
Bradley A. Perkins 216 $44,496.00
David Eichler 145 $29,870.00
Non-executive employee 3,406 $701,636.00

N. Damodar Reddy and C.N. Reddy have formed private venture funds, Galaxy
Venture Partners, L.L.C., and Galaxy Venture Partners II, L.L.C., which invest
in some of the same investments as Alliance Venture Management's investment
funds.

In August 2000, the Company agreed to invest $20 million in Solar, a venture
capital partnership whose focus is in investing in early stage companies in the
areas of networking, telecommunications, wireless, software infrastructure
enabling efficiencies of the Web and e-commerce, semiconductors for emerging
markets and design automation. The Company has invested $12.5 million, $9.5
million in the form of three promissory notes, which on March 31, 2001 were
converted into a limited partnership interest in Solar. Due to changes in the
venture capital market, Alliance has decided to limit its investment in Solar to
the $12.5 million already invested. N. Damodar Reddy, C.N. Reddy and Bradley A.
Perkins have invested in Solar. Solar has made investments in some of the same
companies as Alliance Venture Management's investment funds.

Report on Executive Compensation

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act that might incorporate future filings, including this
Proxy Statement, in whole or in part, this section entitled "Report on Executive
Compensation" shall not be incorporated by reference into any such filings or
into any future filings, and shall not be deemed soliciting material or filed
under the Securities Act or Exchange Act.

Report of Compensation Committee and Stock Benefit Committee

The Compensation Committee of the Board of Directors sets the base salary of the
Company's executive officers and approves individual bonuses for executive
officers. The Stock Benefit Committee of the Board of Directors administers the
1992 Plan and the Company's 1996 Employee Stock Purchase Plan under which grants
may be made to executive officers and others. The following is a summary of
policies of the Compensation Committee and Stock Benefit Committee that affect
the compensation paid to executive officers, as reflected in the tables and text
set forth elsewhere in this Proxy Statement.

General Compensation Policy

The Compensation Committee and Stock Benefit Committee's overall policies with
respect to executive officers is to offer competitive compensation opportunities
for such persons based upon their personal performance, the financial
performance of the Company and their contribution to that performance. Each
executive officer's compensation package is comprised of three elements: (i)
base salary that reflects individual performance and is designed primarily to be
competitive with salary levels in the industry, (ii) stock-based incentive
awards designed to strengthen the mutuality of interests between the executive
officers and the Company's stockholders, and (iii) for executive officers in the
sales and marketing functions, and for other executive officers in certain other
circumstances, annual or quarterly cash bonuses related to the performance of
the Company for such executive officer's functional area. In addition, from time
to time the Company has forgiven certain debt obligations of executive officers
to the Company.

Factors

Several important factors considered in establishing the components of each
executive officer's compensation package for the 2001 fiscal year are summarized
below. Additional factors were taken into account to a lesser degree. The
Compensation Committee and Stock Benefit Committee may in their discretion apply
entirely different factors, such as different measures of financial performance,
for future fiscal years. However, it is presently contemplated that all
compensation decisions will be designed to further the overall compensation
policy described above.

Base Salary. The base salary for each executive officer is set on the basis of
personal performance, the salary levels in effect for comparable positions in
similarly situated companies within the semiconductor industry, and internal
comparability considerations. The Compensation Committee believes that the
Company's most direct competitors for executive talent are not limited to the
companies that the Company would use in a comparison for stockholder returns.
Therefore, the compensation comparison group is not the same as the industry
group index used in the section "Comparison of Stockholder Return," below.

Stock-Based Incentive Compensation. The Stock Benefit Committee approves
periodic grants of stock options to each of the Company's executive officers and
others under the Company's 1992 Plan and administers the Company's 1996 Employee
Stock Purchase Plan. The grants under these plans are designed to align the
interests of the optionees with those of the stockholders and provide each
individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the business. Moreover, vesting
schedules of options granted pursuant to the 1992 Plan (historically four or
five years from the date of grant) encourage a long-term commitment to the
Company by its executive officers and other optionees. Each grant pursuant to
the 1992 Plan generally allows the optionee to acquire shares of the Company's
Common Stock at a fixed price per share (the fair market value on the grant
date) over a specified period of time (historically, up to one year after full
vesting), thus providing a return to the optionee only if the market price of
the shares appreciates over the option term. The size of the option grant
pursuant to the 1992 Plan to each optionee is set at a level that the Stock
Benefit Committee deems appropriate in order to create a meaningful opportunity
for stock ownership based upon the individual's current position with the
Company, but also takes into account the individual's potential for future
responsibility and promotion over the option vesting period, and the
individual's performance in recent periods. The Stock Benefit Committee
periodically reviews the number of shares owned by, or subject to options held
by, each executive officer, and additional awards are considered based upon past
performance of the executive officer. The 1996 Employee Stock Purchase Plan
affords Company employees (other than owners of 5% or more of the Company's
securities) the opportunity to purchase Company Common Stock twice a year at a
discount to the market value on the date of purchase, by utilizing funds that
have been withheld from the employee's payroll during the preceding six-month
period (employees may elect to have up to 10% of their payroll withheld for such
purpose).

Annual or Quarterly Cash Bonuses. Other than with respect to executive officers
engaged in the sales and marketing functions, the Company historically has not
had a formal cash bonus program for executive officers, although cash bonuses
have been paid from time to time in the past to selected executive officers in
recognition of superior individual performance. For fiscal 2001, certain
officers received bonuses based upon the Company's achievement of certain
revenues.

Chief Executive Officer Compensation

In setting the compensation payable during fiscal 2001 to the Company's Chief
Executive Officer, N. Damodar Reddy, the Compensation Committee used the same
factors described above for the executive officers.

Effect of Section 162(m) of the Code

Section 162(m) of the Code limits the tax deductibility by a corporation of
compensation in excess of $1 million paid to any of its five most highly
compensated executive officers. However, compensation which qualifies as
"performance-based" is excluded from the $1 million limit if, among other
requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals under a plan approved by
stockholders.

The Compensation Committee does not presently expect total cash compensation
payable for salaries to exceed the $1 million limit for any individual
executive. Having considered the requirements of Section 162(m), the
Compensation Committee believes that stock option grants to date meet the
requirement that such grants be "performance based" and are, therefore, exempt
from the limitations on deductibility. The Compensation Committee will continue
to monitor the compensation levels potentially payable under the Company's cash
compensation programs, but intends to retain the flexibility necessary to
provide total cash compensation in line with competitive practice, the Company's
compensation philosophy, and the Company's best interests.

Submitted by the Compensation Committee and the Stock Benefit Committee of the
Company's Board of Directors:

Compensation Committee Stock Benefit Committee
---------------------- -----------------------
N. Damodar Reddy, Chairman Jon B. Minnis, Chairman
Jon B. Minnis, Member Sanford L. Kane, Member
Sanford L. Kane, Member

Employment Contracts and Termination of Employment Arrangements

The Company presently has no employment contracts, plans or arrangements in
effect for executive officers in connection with their resignation, retirement
or termination of employment or following a change in control or ownership of
the Company.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Sanford L. Kane, Jon B. Minnis and
N. Damodar Reddy. The members of the Stock Benefit Committee are Messrs. Kane
and Minnis. Neither Mr. Kane nor Mr. Minnis was at any time during fiscal 2001
or any other time an officer or employee of the Company. Mr. Reddy has been
President and Chief Executive Officer of the Company, and Chairman of the
Company's Board of Directors, since the Company's founding in 1985.

Audit Committee Report

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
this section entitled "Audit Committee Report" shall not be incorporated by
reference into any such filings or into any future filings, and shall not be
deemed soliciting material or filed under the Securities Act or the Exchange
Act.

Under the guidance of a written charter adopted by the Board of Directors, the
purpose of the Audit Committee is to monitor the integrity of the financial
statements of the Company, oversee the independence of the Company's independent
auditor, and recommend to the Board of Directors the selection of the
independent auditor responsible for making recommendations to the Board of
Directors regarding the selection of independent accountants. Each of the
members of the Audit Committee meets the independence requirements of the
Nasdaq. A copy of the Audit Committee charter is included in this Proxy
Statement.

Management has the primary responsibility for the system of internal controls
and the financial reporting process. The independent accountants have the
responsibility to express an opinion on the financial statements based on an
audit conducted in accordance with generally accepted auditing standards. The
Audit Committee has the responsibility to monitor and oversee these processes.

In this context and in connection with the audited financial statements
contained in the Company's Annual Report on Form 10-K, the Audit Committee:

- Reviewed and discussed the audited financial statements with the
Company's management.

- Discussed with PricewaterhouseCoopers LLP, the Company's independent
accountants, the matters required to be discussed by Statement of
Auditing Standards No. 61, Communication with Audit Committees.

- Reviewed the written disclosures and the letter from
PricewaterhouseCoopers LLP required by the Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees,
discussed with the accountants their independence, and concluded that
the nonaudit service performed by PricewaterhouseCoopers LLP are
compatible with maintaining their independence.

- Based on the foregoing reviews and discussions, recommended to the
Board of Directors that the audited financial statements be included
in the Company's 2001 Annual Report on Form 10-K for the fiscal year
ended March 31, 2001 filed with the Securities and Exchange
Commission.

- Instructed the independent auditor that the Audit Committee expects to
be advised if there are any subjects that require special attention.

Submitted by the Audit Committee of the Company's Board of Directors:
Sanford L. Kane, Chairman
Jon B. Minnis, Member
Juan A. Benitez, Member

Relationship with Independent Accountants

PricewaterhouseCoopers LLP has been the independent accounting firm that audits
the financial statements of the Company since its inception in 1985. In
accordance with standing policy, PricewaterhouseCoopers LLP periodically changes
the personnel who work on the audit. In addition to performing the audit of the
Company's consolidated financial statements, PricewaterhouseCoopers LLP provided
various other services during fiscal 2001. The aggregate fees billed for fiscal
2001 for each of the following categories of services are set forth below:

Fees billed
-------------

Audit and review of the Company's annual financial statements $213,000
and reviews of the financial statements included in the
Company's Form 10Q for fiscal 2001

All other services $226,000

PricewaterhouseCoopers LLP did not provide any services related to financial
information systems design and implementation during fiscal 2001. "All other
services" includes (i) tax planning and review of tax returns of the Company,
and (ii) evaluating the effects of various accounting issues and changes in
professional standards.

The Audit Committee reviews summaries of the services provided by
PricewaterhouseCoopers LLP and the related fees and has considered whether the
provision of non-audit services is compatible with maintaining the independence
of PricewaterhouseCoopers LLP.

Comparison of Stockholder Return

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act or the Exchange Act that might
incorporate future filings, including this Proxy Statement, in whole or in part,
this section entitled "Comparison of Stockholder Return" shall not be
incorporated by reference into any such filings or into any future filings, and
shall not be deemed soliciting material or filed under the Securities Act or
Exchange Act.

The graph below compares the cumulative stockholder return on the Company's
Common Stock from the March 31, 1996 to March 31, 2001 with the cumulative
return on the Nasdaq Stock Market (U.S.) Index and the Nasdaq Electronic
Component Stock Index over the same period (assuming the investment of $100 in
the Company's Common Stock and in each of the indexes on March 31, 1996 and
reinvestment of all dividends).

[GRAPHIC OMITTED - Comparison Graph]

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of the Company's Common Stock ("10%
Stockholders"), to file with the Securities and Exchange Commission ("SEC")
initial reports of ownership on a Form 3 and reports of changes in ownership of
Common Stock and other equity securities of the Company on a Form 4 or Form 5.
Officers, directors and 10% Stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during fiscal 2001 all Section 16(a) filing requirements
applicable to its officers, directors, and 10% Stockholders were complied with.

Stockholder Proposals

Stockholder proposals that are intended to be presented at the Company's 2002
Annual Meeting of Stockholders must be received by the Company no later than
March 25, 2002.

Other Business

The Board of Directors does not presently intend to bring any other business
before the Annual Meeting and, so far as is known to the Board, no matters are
to be brought before the Annual Meeting except as specified in the notice of
such meeting. As to any business that may properly come before the Annual
Meeting, or any adjournment thereof, however, it is intended that Proxies, in
the form enclosed, will be voted in accordance with the judgment of the persons
voting such Proxies.

By Order of the Board of Directors,

/s/ Bradley A. Perkins
--------------------------------------------
Bradley A. Perkins
Vice President, General Counsel and
Secretary

- -------------------------------------------------------------------------------
Whether or not you plan to attend the meeting in person, you are urged to sign
and promptly mail the enclosed proxy in the return envelope provided so that
your shares will be represented at the meeting.
- -------------------------------------------------------------------------------

Audit Committee Charter

Composition
- --------------------------------------------------------------------------------

The audit committee shall be composed of three or more directors, as determined
by the board of directors, each of whom shall meet the independence and
financial literacy requirements of NASDAQ, and at least one of whom shall have
past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.

Unless a chair is designated by the board of directors, the committee members
may appoint their own chair by majority vote.

Responsibilities
- --------------------------------------------------------------------------------

1. Recommend to the board of directors the selection of the independent
auditor, evaluate the performance of the independent auditor and, if so
determined by the audit committee, recommend to the board of directors
replacement of the independent auditor; it being acknowledged that the
independent auditor is ultimately accountable to the board of directors and
the audit committee, as representatives of the stockholders.

2. Ensure the receipt of, and evaluate, the written disclosures and the letter
that the independent auditor submits to the audit committee regarding the
auditor's independence in accordance with Independence Standards Board
Standard No. 1, discuss such reports with the auditor and, if so determined
by the audit committee in response to such reports, recommend that the
board of directors take appropriate action to address issues raised by such
evaluation.

3. Discuss with the independent auditor the matters required to be discussed
by SAS 61, as it may be modified or supplemented.

4. Instruct management, the independent auditor and the internal auditor that
the committee expects to be informed if there are any subjects that require
special attention or if they perceive any significant weaknesses in the
company's information and reporting systems.

5. Meet with management and the independent auditor to discuss the annual
financial statements and the report of the independent auditor thereon, and
to discuss significant issues encountered in the course of the audit work,
including restrictions on the scope of activities, access to required
information and the adequacy of internal financial controls.

6. Review the management letter delivered by the independent auditor in
connection with the audit.

7. Meet quarterly with management and the independent auditor to discuss the
quarterly financial statements prior to the filing of the Form 10-Q;
provided that this responsibility may be delegated to the chairman of the
audit committee.

8. Meet at least once each year in separate executive sessions with
management, the internal auditor and the independent auditor to discuss
matters that any of them or the committee believes could significantly
affect the financial statements and should be discussed privately.

9. Have such meetings with management, the independent auditor and the
internal auditor as the committee deems appropriate to discuss significant
financial risk exposures facing the company and management's plans for
monitoring and controlling such exposures.

10. Review significant changes to the company's accounting principles and
practices proposed by the independent auditor, the internal auditor or
management.

11. Review the scope and results of internal audits.

12. Evaluate the performance of the internal auditor and, if so determined by
the audit committee, recommend replacement of the internal auditor.

13. Conduct or authorize such inquiries into matters within the committee's
scope of responsibility as the committee deems appropriate. The committee
shall be empowered to retain independent counsel and other professionals to
assist in the conduct of any such inquiries.

14. Provide minutes of audit committee meetings to the board of directors, and
report to the board of directors on any significant matters arising from
the committee's work.

15. At least annually, review and reassess this charter and, if appropriate,
recommend proposed changes to the board of directors.

16. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the company's annual proxy statement.

17. In the performance of its responsibilities, the audit committee is the
representative of the shareholders. However, it is not the responsibility
of the audit committee to plan or conduct audits, or to determine whether
the company's financial statements are complete and accurate or in
accordance with generally accepted accounting principles.

Adoption and Revisions
- --------------------------------------------------------------------------------

The Audit Committee Charter was adopted by the board of directors on June 12,
2000.

ALLIANCE SEMICONDUCTOR CORPORATION PROXY FOR
2001 ANNUAL MEETING OF STOCKHOLDERS SEPTEMBER 7, 2001

THIS PROXY IS SOLICITED ON BEHALF OF
ALLIANCE SEMICONDUCTOR CORPORATION'S BOARD OF DIRECTORS

The undersigned hereby appoints N. Damodar Reddy and Bradley A. Perkins, or
either of them, proxies and attorneys-in-fact, each with full power of
substitution and revocation thereof, on behalf of and in the name of the
undersigned, to represent the undersigned at the 2001 Annual Meeting of
Stockholders of Alliance Semiconductor Corporation (the "Company") to be held at
the Company's headquarters, 2575 Augustine Drive, Santa Clara, California 95054
on Friday, September 7, 2001 at 10:00 a.m., local time, and at any adjournments
or postponements thereof, and to vote the number of shares the undersigned would
be entitled to vote if personally present at the meeting as directed on the
reverse side of this proxy, and, in their discretion, upon such other matters as
may properly come before the meeting or any adjournments or postponements
thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY AND
WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE OF THIS PROXY. IN THE ABSENCE OF
DIRECTION, THIS PROXY WILL BE VOTED FOR THE FIVE NOMINEES FOR ELECTION AND FOR
PROPOSAL 2 and 3. In their discretion, the proxy holders named above are
authorized to vote upon such other business as may properly come before the
meeting or any adjournments or postponements thereof. The Board of Directors
recommends a vote for election of each of the four nominees and for Proposals 2
and 3. The undersigned hereby acknowledges receipt of: (a) the Notice of 2001
Annual Meeting of Stockholders of the Company; (b) the accompanying Proxy
Statement; and (c) the Annual Report to Stockholders for the fiscal year ended
March 31, 2001.

(Continued On The Other Side)

[ X ] Please mark your votes as in this example

Withhold for All For All Nominees Below
(except as indicated) (except as indicated)

1. Election of Directors [ ] [ ]
JUAN A. BENITEZ, SANFORD L. KANE,
JON B. MINNIS, C. N. REDDY AND
N. DAMODAR REDDY.
(If you wish to withhold authority to vote for any individual nominee,
strike through the nominee's name above.)
(The Board recommends a vote "FOR" all nominees)

For Against Abstain

2. Approve the Company's 2002 Stock Plan. [ ] [ ] [ ]
(The Board recommends a vote "FOR").

3. Ratification of Appointment of Price-
waterhouseCoopers LLP As The Company's [ ] [ ] [ ]
Independent Accountants.
(The Board recommends a vote "FOR").

I Plan To Attend The Meeting [ ]

Please sign exactly as your name(s) appears on your stock certificate. If shares
of stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the proxy. If shares of stock are held of record by a
corporation, the proxy should be executed in full corporate name by the
president or vice president and the secretary or assistant secretary. If shares
of stock are held of record by a partnership, the proxy should be executed in
partnership name by an authorized person. Executors or administrators or other
fiduciaries who execute the above proxy for a deceased stockholder should give
their full title. Please date this proxy.

Whether Or Note You Plan To Attend The Meeting In Person, You Are Urged To Sign
And Promptly Mail This Proxy In The Return Envelope Provided So That Your Shares
May Be Represented At The Meeting.

Signature(s) ___________________________________ Dated: __________________, 2001

Please Vote, Date And Promptly Return This Proxy In The Enclosed Return Envelope
Which Is Postage Prepaid If Mailed In The United States.