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): January 24, 2005


                       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 January 24, Alliance Semiconductor Corporation issued a press release
announcing its financial results for the third fiscal quarter ended December 25,
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 January 24, 2005






                                  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:  January 24, 2005            By: Jeff Parsons
                                   -------------
                                   Jeff Parsons
                                   Chief Financial Officer and Vice President
                                   Finance and Administration