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): October 21, 2004


                       ALLIANCE SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

                                    000-22594
                            (Commission File Number)

          Delaware                                      77-0057842
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
       incorporation)


                              2575 Augustine Drive
                       Santa Clara, California 95054-2914
             (Address of principal executive offices, with zip code)

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


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On October 21, 2004, Alliance Semiconductor Corporation issued a press release
announcing its financial results for the second fiscal quarter ended September
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.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed incorporated by reference into any
filing made under the Securities Act of 1933, except as expressly set forth by
specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1. Press Release issued October 21, 2004







                                   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 hereunto duly authorized.


                                ALLIANCE SEMICONDUCTOR CORPORATION



Date:  October 21, 2004         By: Ronald K. Shelton
                                   ----------------------------
                                    Ronald K. Shelton
                                    Chief Financial Officer and Vice President
                                    Finance and Administration