UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K



                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): July 28, 2004

                       Alliance Semiconductor Corporation

             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                          (State or other jurisdiction
                                of incorporation)


             0-22594                                77-0057842
     Commission File Number                      (I.R.S. Employer
                                              Identification Number)






                              2575 Augustine Drive
                          Santa Clara, California 95054
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


      (Registrant's telephone number, including area code): (408) 855-4900



ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITON


     (a)  On July  28,  2004,  Alliance  Semiconductor  issued  a press  release
          announcing  its financial  results for the first fiscal  quarter ended
          June 30,  2004.  A copy of this press  release is furnished as Exhibit
          99.1  to  this  report  and is  incorporated  into  this  form  8-K by
          reference.

Limitation on Incorporation by Reference

In accordance with general rule B.6 of Form 8-K, the information in this report,
including exhibits, is furnished pursuant to Item 12 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or incorporated by reference in any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act, except as shall be expressly set forth by specific reference in such a
filing.


                                    SIGNATURE

         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 hereunto duly authorized.







                            Alliance Semiconductor Corporation


                            By:   /s/ Ronald K. Shelton
                                  ---------------------------------------------
                                  Name:  Ronald K. Shelton
                                  Title:    Chief Financial Officer and Vice
                                   President Finance and Administration
                                   July 28, 2004