SECURITIES AND EXCHANGE COMMISSION
		                   Washington, D.C. 20549

                       			  FORM 10-K

(Check One)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (FEE REQUIRED)

	      For the fiscal year ended April 3, 1994

			       OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
		   Commission File No. 0-12695

		  INTEGRATED DEVICE TECHNOLOGY, INC.
  	 (Exact name of registrant as specified in its charter)

        	 Delaware                                 94-2669985
      (State or other jurisdiction            (I.R.S. Employer
      of incorporation or organization)       Identification No.)

      2975 Stender Way,
      Santa Clara, California                       95054
      (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code: (408) 727-6116

Securities registered pursuant to Section 12(b) of the Act:
                          			 None

Securities registered pursuant to Section 12(g) of the Act:
             	    Common Stock, $.001 par value
	                      (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
                              Yes  X     No
                                  ___        ___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of 
this Form 10-K or any amendment to this Form 10-K.  ( )

The aggregate market value of the registrant's Common Stock held by 
non-affiliates of the registrant was approximately $1,008,443,000 as of
April 29, 1994, based upon the closing sale price on the NASDAQ
National Market System for that date.  Shares of Common Stock held
by each executive officer and director and by each person who owns 5%
or more of the outstanding Common Stock have been excluded in that such 
persons may be deemed affiliates.  This determination of affiliate 
status is not necessarily a conclusive determination for other purposes.

There were 33,475,296 shares of the Registrant's Common Stock issued
and outstanding as of April 29, 1994.

		DOCUMENTS INCORPORATED BY REFERENCE


Items 10, 11, 12, and 13 of Part III incorporate information by reference
from the 1994 Proxy Statement for the Annual Meeting of Shareholders to
be held on August 25, 1994.



ITEM 1.     BUSINESS

General

Integrated Device Technology, Inc. was incorporated in California in 1980 
and reincorporated in Delaware in 1987.  The terms the "Company" and "IDT" 
refer to Integrated Device Technology, Inc. and its consolidated 
subsidiaries, unless the context indicates otherwise.  IDT designs, 
develops, manufactures and markets high-performance integrated circuits 
and subsystems using advanced CMOS (Complimentary Metal Oxide Silicon) and 
BiCMOS (a combination of bipolar and CMOS) process technologies.  The 
Company's strategy is to offer proprietary and enhanced industry-standard 
products that improve the performance of systems incorporating 
high-performance microprocessors.

IDT markets its products for use in workstation/server, personal computer, 
telecommunications, office automation, and military applications. The 
Company offers products in four areas: SRAM (Static Random Access 
Memory) components and modules, specialty memory products, logic circuits 
and RISC (Reduced Instruction Set Computers) microprocessors and subsystems. 
IDT's products are essentially all catalog items as opposed to custom 
circuits designed for a single customer application.

The Company attempts to differentiate itself from competitors through 
unique architecture, enhanced system cost/performance, and packaging options.

Products and Markets

IDT offers over 3,000 product configurations in four families: SRAM
components and modules, specialty memory products, logic circuits, and 
RISC microprocessors and subsystems.  During fiscal 1994, these product
families accounted for 33%, 29%, 21% and 17%, respectively, of total
revenues.  The Company markets its products primarily to OEMs in the
workstation/server, personal computer, telecommunications, office 
automation and military markets.  IDT's product design efforts are focused 
on developing proprietary components and integrating its components into 
single devices, modules or subsystems to meet the needs of customers.

SRAMs  

SRAMs are memory circuits used for storage and retrieval of data 
during a computer system's operation.  SRAMs do not require electrical 
refreshment of the memory contents to ensure data integrity, allowing them 
to operate at high speeds.  SRAMs are delineated by density (number of 
bits of data stored) and organization (number of bits of data available in 
one access, i.e. width).  SRAMs incorporate substantially more circuitry 
than DRAMs, resulting in higher production costs for a given amount of 
memory, and generally command higher selling prices than the equivalent 
sized DRAM. The SRAM market is fragmented by differing speed, power, 
density, organization and packaging demands.  As a result, there exist a 
number of niche markets for SRAMs.

In order to meet varying customer needs, the Company uses both CMOS and
BiCMOS process technologies and markets 16K (Kilobyte), 64K, 256K, and 
1 Meg (Megabyte) SRAMs in a number of speed, power, organization and 
packaging configurations.  IDT's SRAMs are used in products in all 
markets served by the Company.

IDT is a leader in cache SRAM memories, which increase microprocessor 
efficiency by temporarily storing the most frequently used instructions 
and data. IDT cache SRAMs are optimized to enhance the performance of 
Intel 486-based systems, as well as the Intel Pentium and the PowerPC
microprocessors.

IDT markets a family of cache-memory modules to several large personal 
computer OEMs, incorporating IDT's 71589 (32K X 9) and 71B74 (8K X 8) 
static memories in particular.

Specialty Memory Products

The Company's proprietary specialty memory products include FIFOs and 
multi-port memory products that offer high-performance features which 
allow communications and computer systems to operate more efficiently.

FIFOs are used as rate buffers to transfer large amounts of data at high 
speeds between separate devices or pieces of equipment operating at different 
speeds within a system.   IDT's FIFOs are manufactured using primarily 
CMOS process technology. FIFOs are used in all markets served by the 
Company.

Synchronous memories use clock edges to trigger read and write signals.  By 
transferring data on clock edges, a system's timing can be more easily 
designed.

The Company is a leading supplier of both synchronous and asynchronous 
high-performance FIFOs and has increasingly focused its resources on the 
design of synchronous FIFOs which are faster and provide an easier user 
interface. 

Multi-port memory products are used to speed data transfers and act as the 
link between multiple processors or between microprocessors and peripherals 
when the order of data to be transferred needs to be controlled.  IDT's 
multi-port memory products are available with arbitration logic functions 
built in which resolve conflicts between devices seeking to access the same 
data.  IDT's multi-port memory products are used in peripheral interface, 
communications and networking products, including hubs, routers and bridges. 
IDT's family of multi-port memory products is comprised of synchronous and 
asynchronous dual-port, and asynchronous four-port devices.  The Company  
also offers a new device, known as a SARAM, which combines the flexibility 
of a multi-port product with the ease of a FIFO.

Logic Circuits

Logic circuits control data communications between various elements of 
electronic systems, such as between a microprocessor and a memory circuit.  
IDT offers high-speed byte-wide and double density CMOS logic circuits
which support bus and backplane interfaces, memory interfaces and other 
logic support applications where high-speed, low power and high-output 
drive are critical.

IDT's 16-bit family of logic products has gained market acceptance and is 
available in small packages which enable board area to be significantly 
reduced.  IDT also supplies a series of 8-bit and 16-bit 3.3 volt logic 
products and a 3.3 volt to 5 volt translator circuit directed at the 
growing notebook and laptop computer markets.  The Company also markets
a family of clock drivers and clock generators.  These devices, placed at 
critical positions in a circuit, correct the degradation of timing that 
occurs the further the impulse travels from the main system clock.  IDT's 
logic circuits are used in all markets served by the Company.

RISC Microprocessor Components and Subsystems  

Microprocessors act as the CPU (central processing unit) of computer systems.  
In January 1988, IDT became a licensed manufacturer of MIPS RISC 
microprocessors.  RISC processors utilize a smaller instruction set, 
containing only the most frequently used instructions, than traditional 
CISC (Complex Instruction Set Computers) processors.  This simplified 
instruction set executes an instruction in a single cycle and is therefore 
much faster than CISC processors which require multiple cycles.  The 
Company's RISC microprocessor components are used in the office automation,
telecommunications, server/workstation and personal computer markets.
			   
IDT manufactures MIPS 32-bit and 64-bit standard microprocessors.  The 
Company also sells several proprietary 32-bit derivative products for the 
embedded controller market, including its R3051 with on-circuit memory 
and its R3081 with floating point functions and on-circuit memory.  IDT has 
licensed Siemens to manufacture and market R3051 products worldwide.  The 
Company has also entered into a license agreement with Toshiba, pursuant to 
which Toshiba can manufacture and market R3081 products and, in the future, 
R3051 products, and an OEM private labeling agreement with respect to the 
Company's R3051 and R3081 products.  In addition, IDT entered into an 
agreement with Adobe Systems to define, develop and manufacture a variety
of products that allow OEMs to evaluate laser printer feature/price/
performance combinations using Adobe software and IDT's embedded controllers.

The Company recently announced and is shipping its newest RISC microprocessor 
based on the MIPS architecture, the R4600 Orion*.  The R4600 is a full 64-bit 
MIPS instruction set architecture microprocessor targeted at the desktop PC 
and high-end embedded control markets.  The R4600 is the first microprocessor 
designed for IDT by Quantum Effect Design (QED), a consolidated subsidiary, 
initially to address applications arising from Microsoft's porting of its  
WindowsNT operating system to the MIPS RISC architecture platform.  The  
Orion has also proved attractive to customers in embedded control 
applications.

RISC subsystems are board level products that contain MIPS RISC 
microprocessors, cache SRAMs, logic circuits and supporting software.  
These products are used in development systems for the evaluation and 
design of hardware and software or are integrated into customers' end-user 
systems, thereby reducing design cycle time.  IDT also markets RISC 
subsystems used by several OEMs that provide performance enhancements to 
standard products.  IDT believes that there are significant opportunities 
in the development of custom solutions for computer and peripherals 
companies based upon IDT's MIPS architecture expertise, its expertise in 
laser printer controls and its several alliances with software developers.

There can be no assurance that MIPS RISC technology will continue to be 
successful or that other technologies will not become more accepted.

* R4600 and Orion are trademarks of Integrated Device Technology, Inc.

Manufacturing

Wafer fabrication involves a highly sophisticated, complex process that is
extremely sensitive to contamination.  Integrated circuit manufacturing 
costs are primarily determined by circuit size because the "yield" of good 
circuits per wafer generally increases as a function of smaller die.  Other 
factors affecting costs include wafer size, number of process steps, costs 
and sophistication of manufacturing equipment, packaging type, process 
complexity and cleanliness.  IDT's manufacturing process is complex, 
involving a number of steps including wafer fabrication, plastic or ceramic 
packaging, burn-in and final test.  From time to time the Company has 
experienced manufacturing problems which have caused delays in shipments or 
increased costs.  There can be no assurance that IDT will not experience 
manufacturing problems in the future.  

The Company utilizes proprietary CMOS and BiCMOS process technologies.  The 
Company's current CMOS and BiCMOS technologies permit sub-micron geometries.  
BiCMOS, a more costly process, is used for applications requiring higher 
speeds.  The Company anticipates that it will use its BiCMOS technologies 
for those applications requiring highest speed.  Because BiCMOS is a more 
costly manufacturing process, these devices must sell for substantial 
premiums to compensate for their higher costs.

The Company currently operates two submicron wafer fabrication facilities 
in San Jose and Salinas, California.  The Salinas facility, first placed in 
production in 1985, has a 20,000 square foot class 3 five-inch wafer 
fabrication line.  The Company plans to expand production capacity by 
converting this facility to six-inch wafer manufacturing.  The San Jose 
facility has a 25,000 square foot class 1 (less than one particle 0.5 micron 
or greater in size per cubic foot) six-inch wafer fabrication line which was 
first placed in production in March 1991.  The San Jose facility currently 
operates at approximately 70% of its ultimate capacity, whereas the Salinas 
facility runs at approximately 95% of capacity.  IDT has attempted to 
procure some of its older designed die through outside foundries.  However, 
the Company has experienced difficulty in procuring the state-of-the-art 
wafers required by its products.   IDT is actively investigating increasing 
its wafer fabrication capacity through increasing equipped production
capacity at its San Jose and Salinas facilities, acquiring existing
facilities or construction of a new factory, which might involve one or 
more strategic partners.

In addition, IDT operates a 100,000 square foot component assembly and test 
facility in Penang, Malaysia.  The Company has announced plans to construct
an additional 40,000 square foot building on its vacant land in Penang to
further expand its test and assembly operations there.  More than 85% of 
IDT's products are tested in its Malaysian facility.  IDT also uses 
subcontractors, principally in Korea and the Philippines, to perform some 
assembly operations.  If IDT were unable to assemble or test products 
offshore, or if air transportation to these locations were curtailed, the 
Company's operations could be materially adversely affected.  Additionally, 
foreign manufacture exposes IDT to political and economic risks, including 
expropriation, foreign government regulations, currency controls, exchange 
rate fluctuations and changes in tax and freight rates and exemptions for 
taxes and tariffs.  IDT is insured for certain of these risks.  In addition 
to this offshore assembly and test capability, the Company has capacity for 
low-volume, quick turn assembly in Santa Clara as well as limited test 
capability in Santa Clara, San Jose and Salinas.  Assembly and test of 
memory modules and RISC subsystems takes place at subcontractors and in 
the Company's facilities in both San Jose and Santa Clara.


Raw Material Availability

Generally the Company has been able to arrange for multiple sources of 
supply, but the number of vendors capable of delivering certain raw 
materials, such as silicon wafers, ultra-pure metals, chemicals and gases 
is very limited.  Some of the Company's packages, while not unique, have 
very long lead times and are available from only a few suppliers.  While 
IDT has not experienced any difficulties recently, from time to time vendors 
have extended lead times or limited supply to the Company due to capacity 
constraints.  These circumstances could reoccur and could adversely affect 
IDT.


Environmental Compliance

IDT's manufacturing sites are subject to numerous environmental laws and 
regulations, particularly with respect to industrial waste and emissions.  
Compliance with these laws and regulations has not had a material impact on 
the Company's capital expenditures, earnings or competitive position.  There 
can be no assurance that changes in such laws and regulations or problems at 
the Company's facilities would not have adverse effects in the future.


Marketing and Customers

IDT markets and sells its products primarily to original equipment 
manufacturers (OEMs) through a variety of channels, including a direct 
sales force, distributors and independent sales representatives.

The Company's direct sales personnel are located at the Company's 
headquarters and in 17 sales offices in key domestic geographic areas and are 
primarily responsible for marketing and sales in those areas.  Distributors 
typically maintain an inventory of IDT products and often handle small or 
rush orders.  Pursuant to distribution agreements, the Company grants 
distributors the right to return slow moving products for credit against 
other products and offers protection to the distributors against inventory 
obsolescence or price reductions.  IDT utilizes two national and four 
regional distributors in the United States. Subsequent to the close of 
fiscal 1994, the Company announced that it had franchised a third national 
distributor for IDT's products.  These distributors generally carry a wide 
variety of products, including products offered by IDT's competitors.  
Independent sales representatives generally take orders on an agency basis 
and the Company ships directly to the customer.  The representatives receive 
commissions on all products shipped to customers in their geographic area.

International sales are controlled by IDT's subsidiaries located in France, 
Germany, Hong Kong, Italy, Japan, Sweden and the United Kingdom.  The
majority of export sales is through international distributors, which tend
not to carry inventory or carry significantly smaller levels compared to
domestic distributors.  During fiscal 1994, 1993 and 1992, export sales 
accounted for 32%, 36% and 30% of total revenues, respectively.  See 
Note 12 "Industry Segment, Foreign Operations" of Notes to the Consolidated 
Financial Statements.  Sales outside the United States are typically 
denominated in local currencies, except for those made through IDT's Hong 
Kong subsidiary which are denominated in U.S. dollars.  Export sales are 
subject to certain risks, including currency controls and fluctuations, 
changes in local economic conditions, import and export controls, and 
changes in tax laws, tariffs and freight rates.

No single customer or distributor accounted for more than 10% of net revenues 
in fiscal 1993 and 1992.  During fiscal 1994, two of the Company's national 
distributors became one entity and accounted for 15% of net revenues.  If 
these two distributors had been a single entity during fiscal 1993 and 1992, 
it would have accounted for 16% and 17%, respectively, of IDT's total 
revenues.

Backlog

IDT manufactures and markets primarily standard parts.  Sales are made 
pursuant to standard purchase orders, which are frequently revised during 
the agreement term to reflect changes in the customer's requirements.  The 
Company has also entered into master purchase agreements with several of
its OEM customers.  These agreements do not require the OEMs to purchase
minimum quantities of the Company's products.  Product deliveries are
scheduled upon the Company's receipt of purchase orders under the related
OEM agreements.  Generally, these purchase orders and OEM agreements also
allow customers to reschedule delivery dates and cancel purchase orders
without significant penalties.  Orders are frequently rescheduled, revised
or canceled.  In addition, distributor orders are subject to price 
adjustments both prior to, and occasionally after, shipment.  For these 
reasons, IDT believes that its backlog, while useful for scheduling 
production, is not necessarily a reliable indicator of future revenues.
								       
Research and Development

The markets serviced by IDT are characterized by rapid technological changes 
and advances.  IDT's competitive position has been established, to a large 
extent, through its emphasis on the development of proprietary products as 
well as enhanced performance industry standard products.  In addition, the 
Company continues to refine its CMOS and BiCMOS process technologies to 
increase the speed and density of circuits in order to provide its customers 
with advanced products that will enhance their competitive positions.  IDT's 
current activities are focused on the design of new circuits with higher 
performance capabilities utilizing consistently reproducible low-cost 
manufacturing technologies.

In fiscal 1992, the Company purchased approximately 48% of the common stock 
and a majority of the preferred stock of Quantum Effect Design, Inc. (QED), 
a newly formed corporation.  Pursuant to a development agreement between the 
Company and QED, QED is developing derivative products based on MIPS new 
64-bit microprocessor, initially to address applications arising from the 
porting of Microsoft's Windows NT operating system to the MIPS RISC 
platform.  IDT will own such derivative products, subject to the payment of 
royalties and other fees to QED.  In an effort to increase market acceptance 
of these products as they are developed, IDT has licensed Toshiba and NKK 
to manufacture and market these products.  The first of these products, the 
R4600 Orion processor, was successfully introduced in fiscal 1994.  There 
can be no assurance that QED will successfully develop other such products 
or that any such products will be accepted in the market.

The Company believes that a continued high level of research and development 
expenditure is necessary to retain its competitive position.  The Company 
spent 19%, 23% and 26% of net sales on research and development in fiscal 
1994, 1993, and 1992, respectively.

Employees

At April 3, 1994, IDT and its subsidiaries employed approximately 2,615 
people worldwide.  IDT's success depends in part on its ability to attract 
and retain qualified personnel.  Since its founding, the Company has 
implemented policies enabling its employees to share in IDT's success.  
Examples are available stock option, stock purchase, profit sharing and 
special bonus plans for key contributors.  IDT has never had a work stoppage, 
no employees are represented by a collective bargaining agreement, and the 
Company considers its employee relations to be good.


Competition

The semiconductor industry is highly competitive and is characterized by 
rapid technological advances, cyclical market patterns, price erosion, 
evolving industry standards, occasional shortages of materials and high 
capital equipment costs.  Many of the Company's competitors have 
substantially greater technical, marketing, manufacturing and financial
resources than IDT.  In addition, there are several foreign competitors, 
some of whom receive assistance from their host governments in the form of 
research and development loans and grants and reduced capital costs.  The 
Company competes in different product areas, to varying degrees, on the 
basis of price, performance, availability and quality.

IDT's competitive strategy is to focus on markets which characteristically 
have less foreign competition and to differentiate its products through high 
performance, unique configurations and proprietary features or to offer 
industry standard products with higher speeds and/or lower power consumption.  
There can be no assurance that price competition, introductions of new 
products by IDT's competitors, delays in product introductions by IDT or 
other competitive factors will not have a material adverse effect on the 
Company in the future.


Intellectual Property and Licensing

IDT has obtained 37 patents in the United States, 9 patents abroad and has 
approximately 100 inventions in various stages of the patent application 
process.  The Company intends to continue to increase the scope of its 
patents.  There can be no assurance that any patents issued to the Company
will not be challenged, invalidated or circumvented, or that the rights
granted thereunder will provide competitive advantages to the Company.  The 
Company also relies on trade secret, copyright, and trademark laws to 
protect its products, and a number of the Company's circuit designs are 
registered pursuant to the Semiconductor Chip Protection Act of 1984.  
This Act gives protection similar to copyright protection for the patterns 
which appear on integrated circuits and prohibits competitors from making 
photographic copies of such circuits.  

IDT has been notified that it may be infringing patents issued to others
and in the past has been involved in patent litigation, which adversely 
affected its operating results.  There can be no assurance that additional
intellectual property claims will not be made against the Company in the
future.  The Company believes that licenses, to the extent required, 
will be available in connection with these claims.  No assurance can be 
given, however, that the terms of any offered license will be favorable.  
Should licenses from any such claimant be unavailable, the Company may be 
required to discontinue its use of certain processes or the manufacture, 
use and sale of certain of its products or to develop noninfringing 
technology.  If IDT is unable to obtain any necessary licenses, pass any 
increased cost of patent licenses on to its customers, or develop 
noninfringing technology, the Company could be materially adversely affected.

In 1988, IDT entered into a manufacturing, marketing and purchase agreement 
with MIPS Computer Systems which allows IDT to manufacture and market the 
complete MIPS family of RISC microprocessors and related software and to 
modify the MIPS microprocessors to create subsets and supersets.

The Company, consistent with normal industry practices, entered into two
five-year patent cross-license agreements during fiscal 1993, in settlement
of patent litigation with AT&T and Texas Instruments (TI).  Under the 
agreement with AT&T, IDT made a lump-sum payment and issued shares of its 
Common Stock to AT&T, granted a discount on future purchases, and gave 
credit for future purchases of technology on a non-exclusive basis.  Under 
the agreement with TI, IDT granted to TI a license to certain IDT technology 
and products, guaranteed TI that it will realize certain revenues from the 
technology and products, and is required to develop certain products which 
will be manufactured and sold by both IDT and TI.

During fiscal 1993, the Company entered into a five-year patent cross-license 
agreement with Motorola which obligated the Company to pay royalties 
dependent upon the level of the Company's profitability.  The agreement
specifies minimum annual royalties and maximum royalties over the term of
the agreement.  See Note 13 "Cross License Agreement" of Notes to the 
Consolidated Financial Statements.

 

I
TEM 2.        PROPERTIES

The Company presently occupies six major facilities in California and 
Malaysia as follows:

Facility                                   Square Feet      Location
Wafer fabrication, SRAM and multi-port 
  memory operations                             95,000      Salinas
Logic and RISC microprocessor operations        62,000      Santa Clara
Administration and sales                        43,700      Santa Clara
Administration and RISC SubSystems              50,000      Santa Clara
Assembly and test                              100,000      Penang, Malaysia
Wafer fabrication, process technology 
  development, FIFO, memory subsystems 
  operations and research and development      136,000      San Jose
  
IDT leases its Salinas and Santa Clara facilities under leases expiring 
through 2000.  IDT is currently negotiating the renewal of its 
Salinas lease.  Each of IDT's other leases has a renewal option for a term of
five years.  The Company owns its Malaysian and San Jose facilities, 
although the Malaysian facility is subject to long-term ground leases and
the San Jose facility is subject to a mortgage.  IDT leases 
offices for its sales force in 17 domestic locations as well as London, 
Milan, Munich, Paris, Stockholm, Hong Kong and Tokyo.  See Note 7 -  
"Commitments" of Notes to Consolidated Financial Statements for 
information concerning IDT's obligations under operating and capital 
leases.  The Company believes its existing facilities and equipment, coupled
with its announced capacity expansion in Malaysia and the planned conversion
of its Salinas wafer fabrication line to six-inch wafer manufacturing 
capability along with continued capacity increases in test equipment, 
are adequate to meet its current requirements.  IDT is also investigating 
either acquiring wafer fabrication capacity from existing facilities or 
contemplating constructing a new factory, which might involve one or more 
strategic partners.


ITEM 3.         LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary 
routine litigation incidental to the business, to which the Registrant or 
any of its subsidiaries is a party, or of which any of their property is 
the subject.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

No matters were submitted to a vote of the Company's securityholders during   
the last quarter of the fiscal year ended April 3, 1994.

Executive Officers of the Registrant
The following information as of May 3, 1994 is provided with respect
to each executive officer of the Company.

  Name                 Age          Position
  
  D. John Carey         58          Chairman of the Board
  Leonard C. Perham     51          Chief Executive Officer, President
  William Cortelyou     38          Vice President, Wafer Operations
  Robin H. Hodge        54          Vice President, Assembly and Test
  Alan H. Huggins       41          Vice President, Memory Division
  Larry T. Jordan       49          Vice President, Marketing
  Daniel L. Lewis       45          Vice President, Sales
  Chuen-Der Lien        38          Vice President, Technology Development
  Jack Menache          51          Vice President, General Counsel and 
						    Secretary
  Richard R. Picard     46          Vice President, Logic and Microprocessor
						    Products
  William D. Snyder     49          Vice President, Finance and 
						    Chief Financial Officer

Background of Executive Officers

Mr. Carey served as Chief Executive Officer from 1982 until his resignation
in April 1991 and was President from 1982 until 1986.  He was elected to the 
Board of Directors in 1980 and has been Chairman of the Board since 1982.

Mr. Perham joined IDT in October 1983 as Vice President and General Manager,
SRAM Division.  In October 1986, Mr. Perham was appointed President and
Chief Operating Officer of the Company.  In April 1991, Mr. Perham was
elected Chief Executive Officer.

Mr. Cortelyou joined the Company in 1982.  In January 1990, he was elected 
Vice President, Wafer Operations, Salinas.  Mr. Cortelyou currently serves as 
Vice President, Wafer Operations.

Mr. Hodge joined IDT as Director of Assembly Operations in 1989.  In January
1990, Mr. Hodge was elected Vice President, Assembly Operations.  Mr. Hodge
currently serves as Vice President, Assembly and Test.  From 1983 until
joining IDT, Mr. Hodge was director of Assembly Operations for
Maxim Integrated Products.

Mr. Huggins joined IDT in 1983 and was elected as Vice President in 1987.
Mr. Huggins currently serves as Vice President, Memory Division.

Mr. Jordan joined IDT in July 1987 as Vice President of Marketing.

Mr. Lewis joined IDT in 1984 as Eastern Area Sales Manager.  In 1991, he
was elected as Vice President, Sales.

Dr. Lien joined IDT in 1987.  He was elected Vice President, Technology
Development in 1992.

Mr. Menache joined IDT as vice President, General counsel and Secretary in
September 1989.  From April 1989 until joining IDT, he was General 
Counsel of Berg & Berg Developers.  From 1986 until April 1989, he was
Vice President, General Counsel and Secretary of The Wollongong Group Inc.

Mr. Picard joined IDT in 1985.  In 1989 he was elected Vice President, Static 
RAM Product Line.  Mr. Picard currently serves as Vice President, Logic and
Microprocessor Products.

Mr. Snyder joined the Company as Treasurer in 1985. In May 1990, he was 
elected Vice President, Corporate Controller, and in September 1990 
Mr. Snyder was elected Vice President, Finance and Chief Financial Officer.



ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
       	 MATTERS

Quarterly Market and Dividend Information

                        			       Year Ended April 3, 1994
                   		First      Second      Third       Fourth
		                   Quarter    Quarter     Quarter     Quarter

Bid Quotations
  Low                $ 6 1/4    $ 10 3/8    $ 11 1/2    $ 13 1/2
  High                11 3/8      19 1/2      19 3/4      34 3/8 
  
                       			       Year Ended March 28, 1993

Bid Quotations
  Low                $ 3 3/4    $  3 1/2    $  4        $ 6 1/4
  High                 6           5           6 3/4      8 3/8

The Company's Common Stock is traded in the over-the-counter market
under the symbol "IDTI".  The table sets forth the range of high and
low bid quotations per share of Common Stock for each quarter, as
reported by the National Association of Securities Dealers Automatic
Quotation (NASDAQ) System.

As of April 3, 1994 there were 868 shareholders of record.

The Company has not regularly paid cash dividends.  It is the present
policy of the Company to reinvest earnings in the Company to finance
expansion of the Company's operations, and the Company does not expect 
to pay dividends for the foreseeable future.


ITEM 6.  SELECTED FINANCIAL DATA

(in thousands, except per share and employee data)

                              					 Fiscal Year Ended

              		       April 3   March 28  March 29  March 31  April 1
                		       1994      1993      1992      1991      1990

Revenues               $330,462  $236,263  $202,734  $198,559  $209,475
Net income (loss)      $ 40,165  $  5,336  $(32,808) $  1,226  $ 17,007
Net income (loss)          
  per share            $   1.21  $    .18  $  (1.25) $    .05  $    .66
Shares used in 
  computing net 
  income (loss)
  per share              33,116    29,701    26,255    26,070    25,668
Total assets           $349,571  $239,994  $229,730  $258,626   $261,538
Long-term obligations,
  excluding current                       
  portion              $ 37,462  $ 48,987  $ 53,050  $ 62,664   $ 68,083
Shareholders' equity   $224,367  $117,760  $104,602  $134,524   $130,704
Research and 
  development expenses $ 64,237  $ 53,461  $ 52,044  $ 50,848   $ 41,644
Number of employees       2,615     2,414     2,159     2,052      2,090



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       	 RESULTS OF OPERATIONS

The following table contains certain amounts, and the amounts as a 
percentage of revenues, reflected in the Company's consolidated financial
statements of operations for the 1994, 1993, and 1992 fiscal years.

(dollars in millions)      1994      %      1993      %     1992      %

Net revenues               $330.4  100.0    $236.3  100.0   $202.7  100.0

Cost of revenues            159.6   48.3     132.3   56.0    126.8   62.6

Operating expenses:
 Research and development    64.2   19.4      53.5   22.6     52.0   25.7
 Selling, general and
  administrative             54.3   16.5      39.5   16.7     48.7   24.0
 Restructuring charge                                          4.5    2.2

Operating income (loss)      52.3   15.8      11.0    4.7    (29.3) (14.5)

Net interest expense          2.1    0.6       4.7    2.0      5.5    2.7

Provision (benefit) for
 income taxes                10.0    3.0       1.0    0.4     (2.0)  (1.0)

Net income (loss)           $40.2   12.2      $5.3    2.3   $(32.8) (16.2)  


Overview

Fiscal 1994 was an outstanding year in virtually every respect.  IDT 
recorded record revenue, pretax income as a percentage of revenue, earnings
per share, revenue per employee and new orders.  As a result of a secondary
stock offering and an improvement in operating cash flow, IDT's cash, 
cash equivalents and short-term investments improved by approximately 
$97 million over the prior year, while total liabilities increased less 
than $3 million.  Demand was strong in the U.S. across all products.  
For the second consecutive year, European sales increased, driven in part 
by strong demand from the telecommunications sector.  Late in the year 
Japanese orders showed signs of recovery.  As IDT utilized more of its 
installed manufacturing capacity, significantly improved gross margins 
were realized.  Finally the Company released several significant new products 
including the R4600, or Orion microprocessor.


Results of Operations

Net revenue in fiscal 1994 was $330.4 million, a 40% increase over
1993 revenue of $236.3 million and a 63% increase over fiscal 1992
revenue of $202.7 million.  Growth in fiscal 1994 was across all
product segments, with the microprocessor segment most pronounced on
a percentage basis.  In mid-year, prices on certain products rose
dramatically due to concerns about availability of plastic packaged
products, but by year end prices returned to normal levels.  Demand
outstripped supply on some products and IDT responded by ordering
incremental wafer fabrication equipment, some of which will be received
in fiscal 1995.  Fiscal 1993 revenue growth was attributed to increases
in demand for products across all market segments.

As a percentage of net revenues, gross margin was 51.7% in fiscal 1994 
compared to 44.0% in fiscal 1993 and 37.4% for fiscal 1992.  The
improvement in fiscal 1994 can be attributed to greater capacity
utilization, which in turn lowered average wafer manufacturing costs,
significant increases in die per wafer due to wafer fabrication process
improvements, and a mix shift to products with higher average selling
prices, particularly microprocessors.  In fiscal 1992, gross margin was
negatively influenced by $14.9 million of charges associated with 
writeoffs of inventory and underutilized capital equipment.  Were it
not for those charges, fiscal 1992 gross margin would have been similar
to fiscal 1993.

Research and development (R & D) expense increased 20% in fiscal 1994
compared to fiscal 1993, but decreased as a percentage of net revenue
from 22.6% of 1993 revenue to 19.4% of fiscal 1994 revenue.  1992 R & D 
spending was 25.7% of revenue.  The Company continues to invest in
process technology and introduced CEMOS 7, a .6 micron technology used
in a substantial portion of its manufacturing process.  As previously
mentioned, a number of new products, highlighted by the R4600 Orion 
microprocessor, were introduced in fiscal 1994.  During fiscal 1995, 
IDT expects R & D spending to decrease slightly as a percentage of revenue 
while increasing in dollars.  The Company believes that continued high 
levels of investment in R & D, both internally and with technology partners,
leads to new processes and products, both of which are critical elements 
in offering proprietary products, resulting in enhanced gross margins.

Selling, general and administrative (SG&A) expenses increased 37%
compared to fiscal 1993.  This was due in part to increases in bonuses
for management, employee profit sharing and the variable selling expenses 
associated with a 40% revenue increase.  SG&A spending declined slightly 
from 16.7% of fiscal 1993 revenue to 16.5% of fiscal 1994 revenue.  Fiscal 
1992 SG&A costs, which were significantly impacted by patent litigation 
expenses and an increase in the provision for bad debts, were 24.0% of 
revenue.  Patent litigation expenses accrued in fiscal 1992 were resolved 
in fiscal 1993 and, as a consequence, the reversal of a portion of the 1992 
accruals benefited fiscal 1993 results.

IDT incurred approximately $4.5 million of restructuring charges in fiscal
1992 associated with the closing of its oldest wafer fabrication line and
a reduction in workforce.  No such expense was incurred in either fiscal
1993 and 1994.

Fiscal 1994 interest expense declined to $5.2 million compared to $5.9
million and $7.0 million in fiscal years 1993 and 1992, respectively.
Interest expense has decreased as IDT's asset secured debt has declined.
IDT continues to incur interest on a long-term obligation associated 
with a patent cross-license which did not exist in fiscal 1992 and 
insignificant in fiscal 1993.  The Company expects a small decline in 
interest expense in fiscal 1995 as reduced debt balances will more than 
offset accretion of the long-term obligation.

Interest income and other, net increased to $3.1 million in fiscal 1994
compared to $1.1 million and $1.6 million in fiscal years 1993 and
1992, respectively.  Fiscal 1994 was favorably impacted by higher cash
balances available for investment, gains on the disposition of assets,
and royalty income.  IDT expects interest income and other, net to increase 
in fiscal 1995 due to significantly higher cash balances available for 
investment.

The effective tax rate in fiscal 1994 was 20%.  Because of tax benefits
available from the Company's Malaysian operation, valuation allowances which
could be reversed and other tax credits available at both the federal and 
state level the Company does not expect to record the full statutory (35%)
tax rate in fiscal 1995.

Liquidity and Capital Resources

The Company's financial position improved considerably during fiscal 
1994.  Cash and cash equivalents and short-term investments rose by
$97.4 million to $121.8 million.  Working capital increased from $51.4 
million to $143.2 million.  The current ratio improved from 1.84 to
2.81.  This growth was due to improved profitability, a secondary stock
offering yielding net proceeds of approximately $46.8 million and a 
dramatic improvement in accounts receivable turnover, which ended below 
45 days outstanding on a trailing twelve month basis.

During fiscal 1994 IDT made cash payments of $38.1 million for 
additional capital equipment principally for its wafer fabrication
operations.  The Company paid down $23.3 million of equipment secured
debt.  A significant source of funds was IDT's several employee stock plans
which generated an additional $8.9 million cash.

IDT's operating plan for fiscal 1995 provides for capital equipment
expenditures of approximately $65 million, principally for additional 
equipment for the San Jose wafer fabrication plant and the conversion of 
the Salinas wafer fabrication line to six-inch capability.  The Company 
expects to fund this expansion through existing cash balances, cash flow 
from operations and equipment secured or other debt financings.

Factors Affecting Future Results

During fiscal 1994, IDT experienced consistently improved quarterly
financial results and stronger bookings.  Nonetheless the Company and
semiconductor industry in general are subject to a number of 
uncertainties.  IDT is impacted by shortening product life cycles, 
continuous evolution of process technology, the ability to secure
intellectual property rights, high fixed costs and the need for large
additions of wafer fabrication capacity as well as general world
economic conditions.  In the semiconductor industry generally, revenues 
are generated after a considerable amount of time and financial resources 
are invested in product and process development.  There can be no 
assurance that IDT's efforts will result in successful new products.  
In addition, a significant number of the Company's growth opportunities 
are dependent on successful penetration of new, high volume desk top 
computer, workstation, telecommunications and office automation segments 
of the electronics market where the Company will face substantial 
competition from many well-funded competitors.

No assurance can be given that market demand or customer acceptance will
be realized; that such demand will be sustainable; that competitors
will not force prices to fall to unacceptable levels or take market share
from the Company; or that IDT can achieve or maintain profits in these 
markets.  Also, some of the Company's customers in these markets are less
well established, which could subject IDT to increased credit risk.

IDT intends to convert its Salinas wafer fabrication line from a five inch
to six inch facility in fiscal 1995. Problems with the installation of new
equipment or conversion of old equipment could cause disruptions in 
the manufacturing flow, thus adversely impacting revenues.

IDT's stock price has been subject to considerable volatility.  If revenues
or earnings fail to meet expectations of the investment community, there
could be an immediate and significant impact on the price for IDT's stock.



I
TEM 8     FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES 
COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS

Consolidated Financial Statements included in Item 8:

Report of Independent Accountants

Consolidated Balance Sheets at April 3, 1994 and March 28, 1993

Consolidated Statements of Operations for each of the three fiscal years
in the period ended April 3, 1994

Consolidated Statements of Cash Flows for each of the three fiscal years
in the period ended April 3, 1994

Consolidated Statements of Shareholder's Equity for each of the three
fiscal years in the period ended April 3, 1994


Notes to consolidated financial statements

Schedules for each of the three years in the period ended April 3, 1994
included in Item 14(d):

     I     Short-term investments
     V     Property, plant and equipment
     VI    Accumulated depreciation and amortization of property, plant
     	     and equipment
     VIII  Valuation and qualifying accounts
     IX    Short-term borrowings
     X     Supplementary income statement information

All other schedules have been omitted since the required information is 
not present or is not present in amounts sufficient to require submission
of the schedules, or because the information required is included in the
consolidated financial statements or notes thereto.

R
eport of Price Waterhouse, Independent Accountants
To the Shareholders and Board of Directors of Integrated Device Technology,
Inc.

In our opinion, the consolidated financial statements listed in the 
accompanying index present fairly, in all material respects, the financial 
position of Integrated Device Technology, Inc. and its subsidiaries at 
April 3, 1994 and March 28, 1993, and the results of their operations and 
their cash flows for each of the three years in the period ended April 3, 
1994, in conformity with generally accepted accounting principles.  These 
financial statements are the responsibility of the Company's management; 
our responsibility is to express an opinion on these financial statements 
based on our audits.  We conducted our audits of these statements in 
accordance with generally accepted auditing standards which require that 
we plan and perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the accounting principles 
used and significant estimates made by management, and evaluating the 
overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE
San Jose, California
April 27, 1994



CONSOLIDATED BALANCE SHEETS         



                               					 April 3, 1994      March 28, 1993
(In thousands, except share data)
				 
ASSETS          
Current assets:         
  Cash and cash equivalents                  $88,490           $22,529 
  Short-term investments                      33,351             1,877 
  Accounts receivable, net of allowance 
    for returns and doubtful accounts of                          
    $4,129 and $2,994                         40,643            43,190 
  Inventory                                   29,855            27,237 
  Deferred tax assets                         26,276            15,270 
  Prepayments and other current assets         3,858             2,825 
		
Total current assets                         222,473           112,928
		
Property, plant and equipment , net          120,838           118,837 
Other assets                                   6,260             8,229 

TOTAL ASSETS                                $349,571          $239,994


LIABILITIES AND SHAREHOLDERS' EQUITY            
Current liabilities:            
  Accounts payable                           $15,925           $15,819
  Accrued compensation and related expense    16,528             7,399
  Deferred income on shipments to 
    distributors                              17,592            10,450 
  Income taxes payable                         1,964               878 
  Other accrued liabilities                   13,032             7,524 
  Current portion of long-term obligations    14,184            19,467 

Total current liabilities                     79,225            61,537 

Long-term obligations                         37,462            48,987

Deferred tax liabilities                       8,517            11,710 

Commitments and contingencies           
		
Shareholders' equity :          
  Preferred stock; $.001 par value:              
    5,000,000 shares authorized; 
    no shares issued
  Common stock; $.001 par value: 65,000,000
    shares authorized; 33,405,552 and
    28,377,721 shares issued and outstanding       33               28 
  Additional paid-in capital                  160,221           93,731 
  Retained earnings                            64,517           24,352 
  Cumulative translation adjustment              (404)            (351)

Total shareholders' equity                    224,367          117,760 

		
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $349,571         $239,994


The accompanying notes are an integral part of these financial statements.    



CONSOLIDATED STATEMENTS OF OPERATIONS                 

                                 					 FISCAL YEAR ENDED     

                   			    April 3, 1994   March 28, 1993   March 29, 1992

(In thousands, except per share data)
				     
Revenues                       $330,462       $236,263         $202,734 
			
Cost of revenues                159,627        132,285          126,819 


Gross profit                    170,835        103,978           75,915 
			
			
Operating expenses:                     
  Research and development       64,237         53,461           52,044 
  Selling, general and 
    administrative               54,329         39,511           48,721 
  Restructuring charge                                            4,466

Total operating expenses        118,566         92,972          105,231 
			
Operating income (loss)          52,269         11,006          (29,316)
			
Interest expense                 (5,165)        (5,855)          (7,045)
			
Interest income and other, net    3,102          1,127            1,593 

			
Income (loss) before provision 
  (benefit) for income taxes     50,206          6,278          (34,768)
			
Provision (benefit) for 
  income taxes                   10,041            942           (1,960)

Net income (loss)               $40,165         $5,336         ($32,808)

Net income (loss) per share      $ 1.21          $ .18          $ (1.25)

Shares used in computing 
  net income (loss) per share    33,116         29,701           26,255 


The accompanying notes are an integral part of these financial statements.     



CONSOLIDATED STATEMENTS OF CASH FLOWS          
                                     					    FISCAL  YEAR  ENDED     

(In thousands)                           April 3,    March 28,    March 29, 
	                                 				    1994         1993         1992
					    
Operating activities:                   
  Net income (loss)                       $40,165      $5,336     ($32,808)
  Adjustments:                  
    Depreciation and amortization          37,594      37,140       40,787 
    Provision for losses on 
      accounts receivable                     476        (742)       1,222
    Restructuring charges                                            4,466 
			
    Changes in assets and liabilities:                  
      Accounts receivable                   2,071      (6,167)      (1,926)
      Inventory                            (2,618)     (3,843)       8,670 
      Deferred tax assets                 (10,897)      2,616        2,324 
      Other assets                         (1,247)       (391)       2,180 
      Accounts payable                        106        (804)           5 
      Accrued compensation and 
       	related expense                     9,799       3,158         (157)
      Deferred income to distributors       7,142       1,093          610 
      Income taxes payable                 11,574         477          722 
      Other accrued liabilities             5,885        (679)       5,816 

Net cash provided by operating activities 100,050      37,194       31,911 

Investing activities:                   
  Additions to property, plant 
    and equipment                         (38,083)    (28,188)     (25,706)
  Proceeds from sale of equipment             671         178          416 
  Purchases of short-term investments     (40,221)     (4,927)     (18,458)
  Proceeds from sales of short-term 
    investments                             8,747       4,110       27,624 

Net cash used for investing activities    (68,886)    (28,827)     (16,124)

Financing activities:                   
  Issuance of common stock, net            55,337       2,981        2,358 
  Proceeds from borrowings                  2,731      32,161       11,665
  Payment on capital leases and 
    other debt                            (23,271)    (41,006)     (21,423)

Net cash provided (used) for financing 
  activities                               34,797      (5,864)      (7,400)

			
Net increase in cash and cash equivalents  65,961       2,503        8,387
			
Cash and cash equivalents at 
  beginning of period                      22,529      20,026       11,639

Cash and cash equivalents at 
  end of period                           $88,490     $22,529      $20,026

			
Supplemental disclosure of cash flow information:                       
  Interest paid                             4,713       5,893        6,876 
  Income taxes paid (refunded)              9,163      (2,050)      (5,638)
  Issue of Common Stock for                   
    acquisition of technology                           7,738         
  Tax benefits from exercise of  
    Stock Options                          10,488         582          477

The accompanying notes are an integral part of these financial statements.



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                

                          				   Additional        Cumulative  Total
           		      Common Stock  Paid-In   Retained Translation Shareholders'
		                Shares  Amount Capital   Earnings Adjustment  Equity
(In thousands, except share data)

Balance, 
  March 31, 1991  25,889,601  $26   $82,834   $51,824    ($160)    $134,524
						
  Issuance of 
    common stock     664,130    1     2,358                           2,359
  Tax benefits of                                          
    stock option 
    transactions                        477                             477
  Translation 
    adjustment                                              50           50 
  Net loss                                    (32,808)              (32,808)
						
Balance, 
  March 29, 1992   26,553,731   27    85,669   19,016     (110)     104,602
						
						
  Issuance of 
    common stock    1,823,990    1     7,480                          7,481
  Tax benefits of 
    stock option 
    transactions                         582                            582
  Translation adjustment                                   (241)       (241)
  Net income                                    5,336                 5,336
						
Balance, 
  March 28, 1993   28,377,721   28     93,731  24,352      (351)    117,760
						
						
  Issuance of 
    common stock    2,027,831    2      9,241                         9,243
  Issuance of 
    common stock at                                           
    $15.71 per share,
    pursuant to
    public offering,
    net of expenses  
    of $366         3,000,000    3     46,761                        46,764
  Tax benefits of 
    stock option 
    transactions                       10,488                        10,488
  Translation adjustment                                    (53)        (53)
  Net income                                   40,165                40,165
						
Balance, 
  April 3, 1994    33,405,552  $33   $160,221  $64,517    ($404)   $224,367

The accompanying notes are an integral part of these financial statements.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  Summary of Significant Accounting Policies

Basis of Presentation     The consolidated financial statements include
the accounts of Integrated Device Technology, Inc. (IDT or "the Company")
and all of its subsidiaries.  All significant intercompany accounts and
transactions have been eliminated.

Fiscal year     The Company's fiscal year ends on the Sunday nearest
March 31.  Fiscal years 1993 and 1992 each included 52 weeks.  The fiscal
year ended on April 3, 1994 was a 53-week year.  The fiscal year end 
of certain of the Company's foreign subsidiaries are March 31, and the
results of their operations as of their fiscal year end have been
combined with the Company's results of operations as of April 3, 1994.
Transactions during the intervening period were not significant.

Cash, Cash Equivalents and Short-term Investments  Cash equivalents are
highly liquid investments with original maturities of three months or
less at the time of acquisition or with guaranteed on-demand buy-back
provisions.  Short-term investments are valued at amortized cost, which 
approximates market and consist primarily of time deposits, corporate notes,
and treasuries.  Short-term investments have maturities greater than three 
months and less than one year.  Cash equivalents and short-term investments
included certificates of deposit totaling $10,603,000 and $9,349,000 
at April 3, 1994 and March 28, 1993, respectively.

The Company will adopt Statement of Financial Accounting Standards (FAS)
115, "Accounting for Certain Investments in Debt and Equity Securities"
effective April 4, 1994 as required by that pronouncement. The Statement 
requires reporting of investments as either held to maturity, 
trading or available for sale. The Company's investments will be classified 
as available for sale.  The effect of adoption was not material
as of April 3, 1994.

Inventory  Inventory is stated at the lower of standard cost (which
approximates actual cost on a first-in, first-out basis) or market.
Market is based upon estimated realizable value reduced by normal 
gross margin.  Inventory at April 3, 1994 and March 28, 1993 was:

(in thousands)                     April 3, 1994     March 28, 1993
Inventory:
  Raw materials                    $    2,834        $     3,117    
  Work-in-process                      10,201             13,494
  Finished goods                       16,820             10,626

                            				   $   29,855        $    27,237
		      

Property, Plant and Equipment  Property, plant and equipment are 
stated at cost.  Depreciation is computed for property, plant and
equipment using the straight-line method over estimated useful lives
of the assets.  Leasehold improvements and leasehold interests are
amortized over the shorter of the estimated useful lives of the
assets or the remaining term of the lease.  Accelerated methods of
depreciation are used for tax computations.  Property, plant and
equipment at April 3, 1994 and March 28, 1993 were:

(in thousands)                     April 3, 1994     March 28, 1993   
Property, plant and equipment:
  Land                             $     4,382       $     4,382
  Machinery and equipment              248,095           217,167
  Building and leasehold improvements   40,063            39,896
  Construction-in-progress                  76                10

                            				       292,616           261,455

  Accumulated depreciation and
    amortization                      (171,778)         (142,618) 
    
                            				   $   120,838       $   118,837  
				   
Income Taxes     The Company adopted Statement of Financial Accounting 
Standards (FAS) 109, "Accounting for Income Taxes" in the year 
ended March 28, 1993.  The Company elected to apply the provisions of 
FAS 109 retroactively to the beginning of its year ended March 29, 1992.  
The adoption of FAS 109 changed the Company's method of accounting for 
income taxes from the deferred method to an asset and liability approach.  
The asset and liability approach requires that the expected future tax 
consequences of temporary differences between book and tax bases of assets 
and liabilities be recognized as deferred tax assets and liabilities.

Net Income (Loss) Per Share     Net income (loss) per share is computed
using the weighted average number of shares of common stock outstanding
during the year, plus incremental common equivalent shares, if dilutive.
Common stock equivalents consist of stock options (using the treasury
stock method).

Revenue Recognition     Revenue from product sales is generally recognized
upon shipment and a reserve is provided for estimated returns and 
discounts.  A portion of the Company's sales are made to distributors
under agreements which allow certain rights of return and price protection
on products unsold by the distributors; such sales and profits thereon
are deferred until the products are resold by the distributors.

Reclassifications     Certain amounts in prior fiscal years' consolidated
financial statements and notes have been reclassified to conform with
fiscal 1994 presentation.

Translation of Foreign Currencies     Amounts denominated in foreign
currencies have been translated in accordance with Statement of Financial
Accounting Standards (FAS) 52.  The functional currency for the Company's
sales operations is the applicable local currency with the exception
of the Hong Kong sales subsidiary whose functional currency and
reporting currency is the U.S. dollar.  For subsidiaries whose functional
currency is the local currency, gains and losses resulting from translation
of these foreign currencies into U.S. dollars are accumulated in a separate
component of shareholders' equity.  For the Malaysian manufacturing and
the Hong Kong sales subsidiaries, where the functional currency is the
U.S. dollar, gains and losses resulting from the process of remeasuring
foreign currency financial statements into U.S. dollars are included
in income.  Aggregate net foreign currency transaction gains (losses)
totaled $(232,000), $(93,000) and $(141,000) in fiscal 1994, 1993 and
1992, respectively.  The effect of foreign currency exchange rate
fluctuations on cash balances held in foreign currencies have not been
material.

Foreign Exchange Contracts     The Company enters into forward exchange
contracts to hedge against the short-term impact of foreign currency
fluctuations on certain assets denominated in foreign currencies.  The
total amount of these contracts is offset by the underlying assets
denominated in foreign currencies.  The gains or losses on these
contracts are included in income as the exchange rates change and are
offset by gains and losses on the underlying assets being hedged.  At
April 3, 1994, the Company had $12 million of forward exchange contracts 
outstanding, with maturity dates through July 1994.  
The Company does not anticipate non-performance by the counterparties 
to these contracts.

Concentration of Credit Risk and Off-Balance-Sheet Risk     The Company
markets high-speed integrated circuits to OEMs and distributors 
primarily in the United States, Europe, and the Far East.  The Company
performs on-going credit evaluations of its customers' financial
conditions and limits the amount of credit extended when deemed 
necessary but generally does not require collateral.  Management believes
that any risk of loss is significantly reduced due to the diversity of 
its products, customers and geographic sales areas.  The Company maintains 
a provision for potential credit losses.

The Company sells a significant portion of its products through third-
party distributors.  As a result of the merger of two of the 
Company's national distributors, the receivable balance from the merged
company is significant in aggregate for fiscal 1994.  If the financial 
condition and operations of this distributor deteriorate below critical 
levels, the Company's operating results could be adversely affected.  This 
distributor receivable balance represented 11% and 9% of total accounts
receivable at April 3, 1994 and March 28, 1993, respectively.
 
The Company invests its cash and cash equivalents in time deposits,
money market funds and commercial paper.  Securities comprising cash 
equivalents and short-term investments are maintained with high quality 
institutions, the composition and maturities of which are regularly 
monitored by management.  Generally, these securities maintain a highly
liquid market and may be redeemed upon demand and, therefore, bear
minimal risk.  The Company has not experienced any material losses on its
investments.

NOTE 2     Restructuring and Significant Other Events

In fiscal year 1992, the Company recorded $4.5 million of charges to net
income relating to the abandonment of IDT's original wafer processing
facility and product line reorganizations.  The Company has substantially
completed this restructuring.  

Also in fiscal 1992, due to changes in the market, the Company revised 
its estimated useful lives and the future realizable values of several 
items.  These charges included a $7.2 million writeoff of excess 
inventory and $5.4 million of writeoffs and changes in useful lives of 
underutilized capital assets.  Also, due to specific events during the 
second fiscal quarter, the Company provided a $1.3 million reserve for 
doubtful accounts and recorded $6.4 million of accrued legal expenses.  
Subsequent developments and resolution of one of these legal matters led 
the Company to recognize a $1 million benefit during fiscal 1993.

NOTE 3     Other Assets - Intangibles

During fiscal 1993, IDT entered into various royalty-free patent cross-
license agreements.  The patents licenses granted to IDT under these
agreements have been recorded at their cost of approximately $8,200,000
and are being amortized on a straight-line basis over five years.  The
amortization relating to patents licenses was $1,647,000 and $780,000
at April 3, 1994 and March 28, 1993, respectively.

NOTE 4     Long-Term Obligations

The Company leases certain equipment under long-term leases or finances
purchases of equipment under bank financing agreements.  Leased assets
and assets pledged under financing agreements which are included under
property, plant and equipment are as follows:

(in thousands)                     April 3, 1994        March 28, 1993

Building improvements              $     6,907          $     6,907    
Machinery and equipment                 65,403               86,091
Accumulated depreciation and
  amortization                         (43,949)             (49,001)

                                   					28,361               43,997

The capital lease agreements and equipment financings are collateralized
by the related leased equipment and contain certain restrictive covenants.

Future minimum payments under capital leases and equipment financing
agreements, at varying interest rates (4.9% - 11%), are as follows:

(Fiscal Year)                                       (in thousands)
1995                                                $      14,339
1996                                                        5,898
1997                                                        3,075
1998                                                        1,486
1999                                                            3

Total minimum payments                                     24,801

Less interest                                               2,420

Present value of net minimum payments                      22,381

Less current portion                                       12,878

                                          						    $       9,503

During fiscal 1993, IDT recorded a long-term obligation in connection
with the dismissal of certain litigation and entering into a patent 
cross-license agreement.  The present values of the amount due at the
end of the license term were $7,471,000 and $7,041,000 at April 3, 1994
and March 28, 1993, respectively.  During the year, this amount payable 
has been reduced by an amount of royalty income pursuant to certain 
guaranteed revenues realized on sales of IDT's products.  The Company
is accreting $3.3 million in future interest charges from the recorded 
amount at April 3, 1994 to the amount due at the end of the term using
the effective interest method.

NOTE 5     Long-Term Debt

Long-term debt consists of the following:

(in thousands)                    April 3, 1994      March 28, 1993

Mortgage payable bearing interest
at 9.625% due in monthly 
installments of $142,000 including
interest through April 1, 2005.  
The note is secured by property
and improvements in San Jose,
California.                            $ 11,543            $ 12,152

Term loan payable to a Malaysian
bank at 8% due in monthly
installments of $54,000
                                   					    791               1,448

                                   					 12,334              13,600

Less current portion                      1,306               1,188

                                   					 11,028              12,412 
							     
Principal payments required in the next five years and beyond are as 
follows (in thousands): $1306 (1995), $790 (1996), $752 (1997), $828 (1998), 
$8,658 (Beyond 1998).

NOTE 6     Lines of Credit

The Company's Malaysian subsidiary has unsecured revolving lines of credit
that allow borrowings up to $2,500,000 with three local banks.  These lines
have no expiration date.  At April 3, 1994, there were no outstanding
borrowings against these lines.  The borrowing rate for these lines would
be incurred at the local bank's cost of funds plus 0.75% to 1% (8.80-9.25%
on April 3, 1994).

In fiscal 1994, the Company's Japanese subsidiary had an unsecured revolving
line of credit that allowed borrowings up to approximately $1,940,000.  The
line of credit automatically extends until the Company requests termination.
As of April 3, 1994, no amounts were outstanding under this line of credit.
The borrowing rate for this line of credit is the local bank's short-term
prime rate existing at the borrowing date plus 0.2%.  At April 3, 1994, 
this short-term borrowing rate was 3.2%.

The Company also has foreign exchange contract facilities with several 
banks that allow the Company to enter into foreign exchange contracts of
up to $30,000,000, of which $18,026,000 was available at April 3, 1994.


NOTE 7     Commitments

Lease Commitments     The Company leases most of its administrative and
several manufacturing facilities under operating lease agreements which
expire through 1996.  Two facilities were leased from a principal
shareholder.  The annual rent paid to this shareholder totaled
approximately $1,396,000, $1,396,000 and $1,995,000 in fiscal 1994, 
1993 and 1992, respectively.  One shareholder lease expired during 
fiscal 1992 and the other will expire in June 1995.

The aggregate minimum rent commitments under all operating leases are
as follows:

(Fiscal Year)                                          (in thousands)
1995                                                   $     4,122    
1996                                                         2,902
1997                                                         2,217
1998                                                         1,924
1999                                                         1,933
2000 and thereafter                                          1,980

                                          						       $    15,078

Rent expense for the years ended April 3, 1994, March 28, 1993,
and March 29, 1992 totaled approximately $3,488,000, $3,303,000 and
$3,839,000, respectively.

As of April 3, 1994, four secured standby letters of credit were
outstanding totaling $1,937,000.  Three letters of credit are held in
connection with the Company's workers compensation insurance and mature
on June 30, 1994, June 30, 1995 and June 30, 1996.  The fourth letter of       
credit secures the credit facility for the Company's Japanese subsidiary
and matured on April 4, 1994.

NOTE 8     Fair Value Disclosures of Financial Instruments

The estimated fair value of financial instruments has been determined
by the Company, using available market information and valuation
methodologies.  However, considerable judgment is required in interpreting 
market data to develop the estimates of fair value.  Accordingly, the 
estimates presented herein are not necessarily indicative of the amounts 
that the Company could realize in a current market exchange.  The use of 
different market assumptions and/or estimation methodologies could have a 
material effect on the estimated fair value amounts.

The amounts reported for cash and cash equivalents, short-term investments,
foreign exchange contracts, and the Malaysian term loan were considered
to be a reasonable estimate of their fair value.

The fair values of short-term and long-term debt were based upon estimated
interest rates available to the Company for issuance of debt with similar 
terms and remaining maturities for existing asset-secured equipment loans 
and capital leases.  The estimated fair value of the Company's short-term
and long-term debt at April 3, 1994 was $20,784,000.  The fair value for
the mortgage loan is $10,748,000 estimated using discounted cash flow
analysis based on an estimated interest rate of 7.5% percent for similar
types of borrowing arrangements.

The fair value estimates presented herein were based upon information
available to management as of April 4, 1994.  Although management is
not aware of any factors that would materially affect the estimated
fair value amounts, such amounts have not been comprehensively revalued
for purposes of the consolidated financial statements since that date,
and current estimates of fair value may differ significantly from the 
amounts presented herein.

NOTE 9     Shareholders' Equity

Stock Option Plans     The Company has stock option plans under which
key employees, officers, directors and consultants may be granted options
to purchase shares of the Company's common stock at prices which are not
less than fair market value at the date of grant.  Options granted are
generally exercisable in 25% increments each year beginning one year 
after the grant date.

At April 3, 1994, options for 1,172,000 shares were exercisable at an 
aggregate exercise price of $4,856,000. At March 28, 1993, options for 
2,093,853 shares were exercisable at an aggregate exercise price 
$7,692,000.

Activity under the plans is summarized as follows:

                             					Options Outstanding
		                    Options              
              		   Available for   Number     Price per Share     Aggregate
              		      Issuance                                      Price

Balance,
  March 31, 1991     1,463,734    4,391,764    $ 3.25 - $14.25   16,832,000
  Additional 
    Authorization    1,500,000
  Granted           (2,697,815)   2,697,815    $ 3.75 - $ 9.50   14,459,000
  Surrendered,
    canceled 
    or expired       1,807,581   (1,809,971)   $ 3.25 - $14.25  (11,321,000)
  Exercised                      (  464,036)   $ 3.25 - $ 5.13  ( 1,683,000)

Balance,
  March 29, 1992     2,073,500    4,815,572    $ 3.25 - $13.25   18,287,000
  Additional 
    Authorization
  Granted           (1,358,323)   1,358,323    $ 3.625- $ 8.25    6,701,000
  Surrendered,
    canceled 
    or expired         254,930   (  447,625)   $ 3.25 - $13.25   (1,810,000)
  Exercised                      (  529,371)   $ 3.25 - $ 7.50   (1,933,000)


Balance,
  March 28, 1993       970,107    5,196,899    $ 3.25 - $12.125  21,245,000
  Additional 
    Authorization      975,000
  Granted           (1,850,234)   1,850,234    $ 7.00 - $25.375  26,599,000
  Surrendered,
    canceled 
    or expired         284,010     (287,423)   $ 3.25 - $22.125  (1,738,000)
  Exercised                      (1,780,613)   $ 3.25 - $17.625  (6,695,000)

Balance,
  April 3, 1994        378,883    4,979,097    $ 3.25 - $25.375  39,411,000


Stock Purchase Plan    The Company has a stock purchase plan under which 
employees and officers may purchase shares of the Company's Common Stock. 
The purchase price at which shares may be purchased under this plan is 85%
of the lower of the fair market value on the first or last day of each 
quarterly plan period. As of April 3, 1994 and March 28, 1993, 1,457,771 and
1,277,328 shares,respectively, had been purchased by employees, net of 
repurchases by the Company, under the terms of the plan agreements. At 
April 3, 1994, 567,229 shares were reserved and available for issuance under
this plan.

Stockholder Rights Plan     In February 1992, the Board approved certain
amendments to the Company's Stockholder Rights Plan.  Under the plan, the
Company declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock.  Each Right entitles the holder, 
under certain circumstances, to purchase common stock of the Company with 
a value of twice the exercise price of the Right. In addition, the Board of
Directors may, under certain circumstances, cause each Right to be exchanged  
for one share of common stock or substitute consideration.  The Rights are
redeemable by the Company and expire in 1998.

NOTE 10   Employee Benefits Profit Sharing Plan

Prior to September 24, 1993, under the profit sharing plan, the Board of 
Directors could authorize semiannual contributions of up to 10% of pre-tax 
earnings, before profit sharing, in connection with the Company's Profit 
Sharing Plan.  Half of the annual contribution, net of expenses, was in the 
form of cash payments directly to all domestic and Malaysian employees 
meeting certain service criteria, and the residual half was contributed 
directly to the Company's Long-Term Incentive Plan. 

The Company received approval from the IRS to terminate the Long-term
Incentive Plan effective September 24, 1993.  Effective this date, all 
shares were 100% vested and no additional shares of IDT stock will be
added to this account.  Beginning September 27, 1993, all IDT employees will 
receive an increase in their cash profit sharing from 5% to 7% and 
an additional 1% of pre-tax profits will be divided equally among all 
domestic employees and placed in their accounts under the Company 401(k) 
plan.  

Administrative expenses are netted against the profit sharing plan 
contribution.  Contributions for the years ended April 3, 1994 and 
March 28, 1993 were $5,128,000 and $477,000 respectively. There were 
no contributions for the year ended March 29, 1992.


NOTE 11    Income Taxes

The components of income before provision (benefit) for income taxes are
as follows:
                     			   April 3,         March 28,          March 29,
(in thousands)                1994              1993               1992

    United States         $ 44,808          $  2,240           $(37,858)
    Foreign                  5,398             4,038              3,090

                     			  $ 50,206          $  6,278           $(34,768)
			  
			    
The provisions (benefits) for income taxes consist of the following:

                      			   April 3,         March 28,          March 29,
                     			      1994              1993               1992

Current income taxes
	 (benefits):
     United States         $ 14,699          ( 2,467)                242
     State                    4,039                0                   0
     Foreign                    798              102                 161

                     			   $ 19,536         $( 2,365)           $    403


Deferred (prepaid)
	 income taxes:
     United States         $ (5,379)        $  3,307            $( 2,363)
     State                   (4,116)               0                   0 

                     			   $( 9,495)        $  3,307            $( 2,363)

Provision (benefit)                              
	 for income taxes         $ 10,041         $    942            $( 1,960)


Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for income tax purposes. The 
significant components of deferred assets and liabilities are as follows:


                               					  April 3, 1994      March 28, 1993         
(in thousands)                          
Deferred tax assets:
  Deferred income on shipment
    to distributors                        $  7,466           $  4,330
  Non-deductible accruals and reserves       13,527              8,313
  Capitalized inventory and 
    other expenses                            4,071              6,014
  Capitalized research & development            825                752
  Other                                         273                746
  Refund receivables                          2,451              3,560

  Total deferred tax asset                 $ 28,613           $ 23,715
  Valuation allowance                        (2,337)           ( 8,445)

  Net deferred tax asset                   $ 26,276           $ 15,270

Deferred tax liabilities:
  Depreciation                               (8,517)           (11,710)

  Total deferred tax liability             $ (8,517)          $(11,710)

  Net deferred tax asset                   $ 17,759           $  3,560

The provision (benefit) for income taxes differs from the amount computed
by applying the U.S. statutory income tax rate of 35% for the year ended
April 3, 1994 (34% for the years ended March 28, 1993 and March 29, 1992)
to income before the provision (benefit) for income taxes as follows:

		     
                            				    April 3,       March 28,        March 29,
(in thousands)                         1994            1993             1992

Provision at U.S. Statutory rate    $ 17,572        $ 2,134         $(11,821)
Earnings of foreign subsidiaries
   considered permanently
   reinvested, less foreign taxes       (951)        (1,701)         (   232)
General business credits              (2,710)             0          (   660)
Tax rate differential                 (1,167)           574            3,220
State Tax                              3,558              0                0
Valuation allowance                   (6,108)           414            8,031
Other                                   (153)        (  479)         (   498)

Provision (benefit) for 
  income taxes                       $10,041        $   942         $( 1,960)

The Company's Malaysian subsidiary operated under a tax holiday which 
extended through July, 1993.  Management believes it is likely that 
carryovers of depreciation from the tax holiday period along with expected 
additional depreciation grants will defer the time when the Malaysian 
subsidiary will first begin to pay local taxes beyond its year ended
April 3, 1994.

The Company's intention is to permanently reinvest its earnings in all of its
foreign subsidiaries.  Accordingly, U.S. taxes have not been provided on 
approximately $19,700,000 of unremitted earnings, of which approximately
$17,100,000 were earned by the Company's Malaysian subsidiary.  Upon 
distribution of those earnings in the form of dividends or otherwise, the
Company would be subject to both U.S. income taxes and various foreign
country withholding taxes.



NOTE 12    Industry Segment, Foreign Operations and Significant Customers    

IDT operates predominantly in one industry segment and is engaged in the
design, development, manufacture and marketing of high-performance integrated
circuits.  No single customer or distributor accounted for more than 10%
of net revenues in fiscal 1993 and 1992.  During fiscal 1994, two of the
Company's national distributors became one entity and accounted for 15% of
net revenues.  If these two distributors had been a single entity during 
fiscal 1993 and 1992, it would have accounted for 16% and 17%, respectively,
of IDT's total revenues.

Major operations outside the United States include manufacturing facilities
in Malaysia and sales subsidiaries in Japan, the Pacific Rim and throughout
Europe.

At April 3, 1994 and March 28, 1993, total liabilities for operations 
outside of the United States were $20,704,000 and $20,152,000,respectively.

The following is a summary of IDT's operations by the geographic area
for fiscal 1994, 1993 and 1992:

                      			      Transfers
              		   Sales to     Between              Operating                 
       	       Unaffiliated  Geographic        Net      Income   Identifiable
(in thousands)    Customers       Areas    Revenue     ( Loss)         Assets

Fiscal year 
 ended April 3,     
 1994
 
 United States      223,600      42,500    266,100      70,788       197,385
 Japan               29,959                 29,959     (   257)        8,033
 Europe              60,064       3,274     63,338         677         8,182
 Asia-Pacific        16,839      24,869     41,708       5,146        27,202
 Eliminations                   (70,643)   (70,643)    (   408)      (24,470)
 Corporate                                             (23,677)      133,239

 Consolidated      $330,462    $      0   $330,462     $52,269      $349,571

Fiscal year
 ended March 28,
 1993
 
 United States      152,303       23,585   175,888       22,159      198,993
 Japan               23,022                 23,022      (   419)       5,651
 Europe              33,907        2,847    36,754          374        8,028
 Asia-Pacific        27,031       20,566    47,597        4,715       24,155
 Eliminations                    (46,998)  (46,998)     (    94)     (24,081)
 Corporate                                              (15,729)      27,248

 Consolidated      $236,263     $      0  $236,263      $11,006     $239,994


Fiscal year
 ended March 29,
 1992

 United States      140,999       21,616   162,615       ( 4,800)    190,801
 Japan               23,018                 23,018            41       6,192
 Europe              26,861        2,838    29,699           303       5,703
 Asia-Pacific        11,856       15,230    27,086         3,234      18,838
 Eliminations                    (39,684)  (39,684)      (    71)    (26,172)
 Corporate                                               (28,023)     34,368

 Consolidated      $202,734     $      0  $202,734      $(29,316)   $229,730


Transfers between geographic areas are accounted for at amounts which are
generally above cost and consistent with the rules and regulations of 
governing tax authorities. Such transfers are eliminated in the consolidated
financial statements.  Operating income by geographic areas reflects foreign 
earnings reported by the foreign entities and does not include an allocation
of general corporate expenses.  Identifiable assets are those assets that 
can be directly associated with a particular foreign entity and thus do not
include assets used for general corporate purposes: cash and cash 
equivalents, short-term investments and prepaid income taxes.


NOTE 13   Cross-license Agreement

During fiscal 1993, the Company entered into a patent cross-license agreement
which obligated the payment of an amount of royalties dependent upon the
level of the Company's profitability.  The amount of royalties accrued  
during fiscal 1994 was approximately $4.4 million and has been included in
other accrued liabilities.  The Company will not be negatively impacted by
any further royalty payment from this agreement beginning fiscal 1995.

					  



           		     SUPPLEMENTARY FINANCIAL INFORMATION
                         				 (Unaudited)

Quarterly Results of Operations
(in thousands, except per share data)

                         			    Year Ended April 3, 1994

               		     First         Second         Third         Fourth
               		   Quarter        Quarter       Quarter        Quarter *

Revenues            $72,766        $80,295       $85,330        $92,071

Gross profit         33,948         39,967        45,419         51,501

Net income            4,628          7,733        11,625         16,179

Net income 
     per share      $   .15        $   .24       $   .35        $   .45



                       			     Year Ended March 28, 1993


Revenues            $53,758        $57,479       $60,590        $64,436

Gross profit         23,366         24,734        27,234         28,645

Net income              475            838         1,493          2,530

Net income
     per share      $   .02        $   .03       $   .05        $   .08

* represents a 14-week quarter in fiscal 1994.



I
TEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
       	  AND FINANCIAL DISCLOSURE

Not applicable.

	 

                             				PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1994 Annual Meeting
of Stockholders which will be filed with the Securities and Exchange
Commission no later than 120 days after the close of the fiscal year ended 
April 3, 1994, and the information from the section entitled 
"Executive Officers of the Registrant" in Part I, Item 4 of this Report.


ITEM 11. EXECUTIVE COMPENSATION

There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1994 Annual Meeting
of Stockholders.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is incorporated herein by reference the information required by this 
Item included in the Company's Proxy statement for the 1994 Annual Meeting
of Stockholders.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is incorporated herein by reference the information required by this 
Item included in the Company's Proxy Statement for the 1994 Annual Meeting
of Stockholders.


                         				   PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
       	     8-K

(a)  1.   Financial Statements
	  The following consolidated financial statements are included in

	  Item 8:
	  - Consolidated Balance Sheets at April 3, 1994 and March 28, 1993
	  - Consolidated Statements of Operations for each of the three 
	    fiscal years in the period ended April 3, 1994
	  - Consolidated Statements of Shareholder's Equity for each of the
	    three fiscal years in the period ended April 3, 1994
	  - Consolidated Statements of Cash Flows for each of the three
	    fiscal years in the period ended April 3, 1994

(a)  2.   Financial Statements Schedules
	  The following consolidated financial statement schedules are  
	  included in Item 14(d):
	    Schedule I    - Short-term Investments
	    Schedule V    - Property, plant and equipment
	    Schedule VI   - Accumulated depreciation and amortization of
			    property, plant and equipment
	    Schedule VIII - Valuation and qualifying accounts
	    Schedule IX   - Short-term borrowings
	    Schedule X    - Supplementary income statement information

	   Schedules other than those listed above have been omitted since
	   the required information is not present or not present in 
	   amounts sufficient to require submission of the schedule, or
	   because the information required is included in the consolidated
	   financial statements or the notes thereto.

(a)  3.    Listing of Exhibits 

Exhibit No.              Description                                 Page

3.1*        Restated Certificate of Incorporation (previously filed
	    as Exhibit 3A to Registration Statement on Form 8-B 
	    [File No. 0-12695] dated September 23, 1987).

3.2*        Certificate of Amendment of Restated Certificate of
	    Incorporation (previously filed as Exhibit 3.2 to Annual Report
	    on From 10-K [File No. 0-12695] for the Fiscal Year Ended 
	    April 2, 1989).

3.3*        Certificate of Designation, Preferences and Rights of 
	    Series A Junior Participating Preferred Stock (previously filed
	    as Exhibit 3.3 to Annual Report on Form 10-K [File No. 0-12695]
	    for the Fiscal Year Ended April 2, 1989).

3.4*        Bylaws dated January 25, 1993 (previously filed as Exhibit 3.4
	    to Annual Report on Form 10-K [File No. 0-12695] for the Fiscal
	    Year Ended March 28, 1993).

4.1*        Amended and Restated Rights Agreement dated as of 
	    February 27, 1992, between the Company and The First
	    National Bank of Boston (previously filed as Exhibit
	    4.1 to Current Report on Form 8-K [File No. 0-12695]
	    dated February 27, 1992).

10.1*       Lease for 1566 Moffet Street, Salinas, California, dated
	    June 28, 1985 between the Company and Carl E. Berg and 
	    Clyde J. Berg, dba Berg & Berg Developers (previously
	    filed as Exhibit 10.7 to Form S-1 Registration Statement
	    No. 33-3189).

10.2*       Assignment of Lease dated October 30, 1985 between the 
	    Company and Synertek Inc. relating to 2975 Stender Way, 
	    Santa Clara, California (previously filed as Exhibit 10.4
	    to Annual Report on Form 10-K [File No. 0-12695] for the
	    Fiscal Year Ended April 1, 1990).

10.3*       Assignment of Lease dated October 30, 1985 between the 
	    Company and Synertek Inc. relating to 3001 Stender Way,
	    Santa Clara, California (previously filed as Exhibit 10.5
	    to Annual Report on Form 10-K [File No. 0-12695] for Fiscal
	    Year Ended April 1, 1990).

10.4*       Lease dated October 23, 1989 between Integrated Device 
	    Technology International Inc. and RREEF USA FUND - III
	    relating to 2972 Stender Way, Santa Clara, California 
	    (previously filed as Exhibit 10.6 to Annual Report on 
	    Form 10-K [File No. 0-12695] for the Fiscal Year Ended
	    April 1, 1990).

10.5*       First Deed of Trust and Assignment of Rents, Security Agreement
	    and Fixture Filing dated March 28, 1990 between the Company and
	    Santa Clara Land Title Company for the benefit of The Variable
	    Annuity Life Insurance Company relating to 2670 Seeley Avenue,
	    San Jose, California (previously filed as Exhibit 10.7 to Annual
	    Report on Form 10-K [File No. 0-12695] for the Fiscal Year Ended
	    April 1, 1990).

10.6        Amended and Restated 1984 Employee Stock Purchase Plan.** 

10.7        Amended and Restated 1985 Incentive and Non-Qualified Stock 
	    Option Plan, together with related form of Stock Option 
	    Agreement.**

10.8*       1989 Nonemployee Director Stock Option Plan with related form of 
	    Stock Option Agreement (previously filed as Exhibit 10.45 to 
	    Annual Report on Form 10-K [File No. 0-12695] for the Fiscal
	    Year Ended April 1, 1990).** 

10.9*       Property Acquisition and Construction Management Agreement dated 
	    February 1, 1989 between the Company and Baccarat Development
	    Partnership (previously filed as Exhibit 10.52 to Annual
	    Report on Form 10-K [File No. 0-12695] for the Fiscal Year
	    Ended April 1, 1990).

10.10*      Form of Indemnification Agreement between the Company and its
	    directors and officers(previously filed as Exhibit 10.68 to 
	    Annual Report on Form 10-K [File No. 0-12695] for the Fiscal
	    Year Ended April 2, 1989).** 

10.11*      Manufacturing, Marketing and Purchase Agreement between the 
	    Company and MIPS computer Systems, Inc. dated January 16, 1988
	    (previously filed as Exhibit 10.12 to Annual Report on Form
	    10-K [File No. 0-12695] for the Fiscal Year Ended March 29, 1992) 
	    (Confidential Treatment).

10.12*      Preferred Stock Purchase Agreement dated January 14, 1992 among
	    the Company, Berg & Berg Enterprises, Inc. and Quantum Effect
	    Design, Inc. (previously filed as Exhibit 10.13 to Annual Report
	    on Form 10-K [File No. 0-12695] for the Fiscal Year Ended 
	    March 29, 1992).

10.13*      Patent License Agreement between the Company and American 
	    Telephone and Telegraph Company dated May 1, 1992 (previously
	    filed as Exhibit 19.1 to Quarterly Report on Form 10-Q [File 
	    No. 0-12695] for the Quarter Ended June 28, 1992) 
	    (Confidential Treatment).

10.14*      Patent License Agreement dated September 22, 1992 between the
	    Company and Motorola, Inc. (previously filed as Exhibit 19.1 
	    to Quarterly Report on Form 10-Q [File No. 0-12695] for the 
	    Quarter Ended September 27, 1992) (Confidential Treatment).

10.15*      Agreement between the Company and Texas Instruments Incorporated
	    effective December 10, 1992, including all related exhibits,
	    among others, the Patent Cross-License Agreement and the OEM 
	    Purchase Agreement (previously filed as Exhibit 19.1 to Quarterly
	    Report on Form 10-Q [File No. 0-12695] for the Quarter Ended 
	    December 27, 1992) (Confidential Treatment).

22.1*       Subsidiaries of the Company (previously filed as Exhibit 22.1 to
	    Annual Report on Form 10-K [File No. 0-12695] for the Fiscal
	    Year Ended March 28, 1993).

24.1        Consent of Price Waterhouse.


*  These exhibits were previously filed with the Commission as indicated
   and are incorporated herein by reference.

** These exhibits are management contracts or compensatory plans or 
   arrangements required to be filed pursuant to Item 14 (c) of Form 10-K.


(b)  Reports on Form 8-K

     Not applicable.
	   

                              				SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
	   


                          				     INTEGRATED DEVICE TECHNOLOGY, INC.
                                        						 Registrant


 May 20, 1994                           By:  /s/ Leonard C. Perham
                                 					  Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

Signature                       Title                         Date

/s/ D. John Carey            Chairman of the Board            May 20, 1994
   (D. John Carey)

/s/ Leonard C. Perham        Chief Executive Officer          May 20, 1994
   (Leonard C. Perham)       and Director (Principal                     
			     Executive Officer)

/s/ William D. Snyder        Vice President, Chief            May 20, 1994
   (William D. Snyder)       Financial Officer 
			     (Principal Financial and
			     Accounting Officer)

/s/ Carl E. Berg             Director                         May 20, 1994
   (Carl E. Berg)

/s/ John C. Bolger           Director                         May 20, 1994
   (John C. Bolger)

/s/ Federico Faggin          Director                         May 20, 1994
   (Federico Faggin)





                     			      ITEM 14 (d)

FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION



                              SCHEDULE  I
                		 INTEGRATED DEVICE TECHNOLOGY, INC.
                 		      SHORT-TERM INVESTMENTS             

(in thousands)
                                          						       Amount at which
                                                							Each Security
Name of Issuer and                                     Issue Carried in
Title of Each Issue                                  the Balance Sheet (1)

April 3, 1994:

    Certificates of Deposits                              $  2,440
    Corporate Notes                                         20,784
    Corporate Paper                                          1,995 
    Treasuries                                               5,591 
    Agencies                                                 2,541
			
		

    TOTAL                                                 $ 33,351

(1) The cost of issue and carrying and market value of each issue at the 
    balance sheet date are the same amounts as listed.  No individual 
    security issue exceeds 2% of total assets.

                                 				 F-1



SCHEDULE V                      
                    		    INTEGRATED DEVICE TECHNOLOGY, INC.     
                   		      PROPERTY, PLANT AND EQUIPMENT      
								 
                    			   Balance at                            Balance 
                    			   Beginning of  Additions  Retirements  at End 
(in thousands)            Period        at Cost    and Sales    of Period
				

Year Ended March 29, 1992:                             
  Land                     $  4,382     $          $             $  4,382
  Machinery and Equipment   200,193      25,226     (30,772)      194,647 
  Building and Leasehold                              
    Improvements             44,062         372     ( 4,942)       39,492
  Construction in Progress       11         108                       119
				
			                         248,648      25,706     (35,714)      238,640
				
Year Ended March 28, 1993:
  Land                        4,382                                 4,382
  Machinery and Equipment   194,647      27,850     ( 5,330)      217,167
  Building and Leasehold                              
    Improvements             39,492         447     (    43)       39,896
  Construction in Progress      119        (109)                       10
			    
			                         238,640      28,188     ( 5,373)      261,455
				
Year Ended April 3, 1994:
  Land                        4,382                                 4,382 
  Machinery and Equipment   217,167      37,850     ( 6,922)      248,095
  Building and Leasehold                              
    Improvements             39,896         167                    40,063
  Construction in Progress       10          66                        76
				
                     			   $261,455     $38,083     ($6,922)     $292,616
				
				                                    F-2



                                  SCHEDULE VI                             
                   		     INTEGRATED DEVICE TECHNOLOGY, INC.
                    		ACCUMULATED DEPRECIATION AND AMORTIZATION OF
             		       PROPERTY, PLANT AND EQUIPMENT

                     			  Balance at  Additions                     Balance
                     			  Beginning   Charged to Cost  Retirements  at End
(in thousands)            of Period   and Expenses (1) and Sales    of Period


Year Ended March 29, 1992:                             
  Machinery and Equipment $94,782      $36,098       ($29,192)     $101,688
  Building and Leasehold                              
    Improvements           10,753        4,306        ( 4,907)       10,152
				
			                       105,535       40,404        (34,099)      111,840
				
Year Ended March 28, 1993:
  Machinery and Equipment 101,688       32,361        ( 5,153)      128,896 
  Building and Leasehold                              
    Improvements           10,152        3,613        (    43)       13,722
				
			                       111,840       35,974        ( 5,196)      142,618
				
Year Ended April 3, 1994:
  Machinery and Equipment 128,896       31,783        ( 6,249)      154,430
  Building and Leasehold                              
    Improvements           13,722        3,626                       17,348
					
                     			 $142,618      $35,409        ($6,249)     $171,778


                                   					F-3     

                                 SCHEDULE  VIII                                
                    		    INTEGRATED DEVICE TECHNOLOGY, INC.
                    		    VALUATION AND QUALIFYING ACCOUNTS                     
					
                     			  Balance at    Additions       Recoveries  Balance
                     			  Beginning of  Charged to Cost and         at End  
(in thousands)            Period        and Expenses    Write-offs  of Period  
Allowance for returns and                                       
   doubtful accounts                                    

Year ended March 29, 1992   $2,514       $2,172          ($ 950)     $3,736
				
Year ended March 28, 1993   $3,736         $258          ($1,000)    $2,994
				
Year ended April 3, 1994    $2,994       $1,144          ($    9)    $4,129
					      
Inventory Valuation                             
  Reserve                               
				
Year ended March 29, 1992   $6,042       $7,267          ($2,840)   $10,469
				
Year ended March 28, 1993  $10,469       $3,647          ($2,286)   $11,830
				
Year ended April 3, 1994   $11,830       $2,453          ($1,745)   $12,538				


                                   				F-4     




                                   SCHEDULE IX                                 
                 		     INTEGRATED DEVICE TECHNOLOGY, INC.
                        			  SHORT-TERM BORROWINGS

              		   Balance    Weighted  Maximum     Average     Weighted
              		   at         Average   Amount      Amount      Average
              		   End        Interest  Outstanding Outstanding Interest Rate
              		   of Period  Rate      During the  During the  During the
(in thousands,                          Period      Period (1)  Period (2)
except percentages)                                       

Notes Payable to Bank:                                                  

Year ended 
  March 29, 1992   $1,551      10.5%    $1,551        $257        9.6%         
							
Year ended 
  March 28, 1993     $545      10.2%    $1,908      $1,223        9.9%         
							
Year ended  
  April 3, 1994        $0       9.8%    $1,448        $494       10.0%         


(1) Computed by dividing the sum of the daily outstanding                      
    balances by the number of days such balances were outstanding.             
(2) Represents the effective annual interest rate on short-term borrowings 
    for the period.

                               					F-5             

                                  SCHEDULE X                                   
 
	                	     INTEGRATED DEVICE TECHNOLOGY, INC.                      
                		 SUPPLEMENTARY INCOME STATEMENT INFORMATION 


                    			      Year Ended      Year Ended      Year Ended
(in thousands)               April 3, 1994  March 28, 1993  March 29, 1992

Maintenance and Repairs         $6,702          $5,970            $7,328


Items omitted if less than 1% of revenues or separately reported in financial 
statements in Registrant's Annual Report to Shareholders.


                               				   F-6









INTEGRATED DEVICE TECHNOLOGY, INC.

1984 EMPLOYEE STOCK PURCHASE PLAN

(Amended and Restated Effective as of August 25, 1993)

		Section 1.  Establishment of the Plan.

		The Integrated Device Technology, Inc. qualified Employee 
		Stock Purchase Plan (the "Plan") is amended and restated to 
		increase the shares available for purchase under the Plan 
		and to comply with the requirements of Section 16 of the 
		Securities Exchange Act of 1934. The Plan provides Eligible 
		Employees with an opportunity to purchase the Company's 
		common stock so that they may increase their proprietary 
		interest in the success of the Company.  The Plan, which 
		provides for the purchase of stock through payroll 
		withholding, is intended to qualify under section 423 of 
		the Code.

		Section 2.  Definitions.

		(a) "Board of Directors" or "Board" means the Board 
		    of Directors of the Company.

		(b) "Code" means the Internal Revenue Code of 1986, as 
		    amended.

		(c) "Company" means Integrated Device Technology, Inc., 
		    a Delaware corporation.

		(d) "Compensation" means the base compensation paid to a 
		    Participant during a Participation Period in cash or in 
		    kind including overtime and shift differential. Incentive 
		    compensation, commissions and other bonuses and other 
		    forms of compensation
 for work outside the regular 
		    work schedule are excluded.

		(e) "Date of Participation" means the first day of a 
		    Participation Period.

		(f) "Eligible Employee" means any Employee of a Participating 
		    Company (i) who has been continuously employed by the 
		    Participating Company for at least three (3) months prior 
		    to the commencement of a Participation Period, (ii) who 
		    is customarily employed for more than twenty (20) hours 
		    per week, (iii) who is customarily employed for more 
		    than five (5) months per calendar year, and (iv) who is 
		    an Employee at the commencement of a Participation 
		    Period.  If an Employee has been employed less than 
		    three months and is granted a formal leave of absence, 
		    service, prior to and after the leave, will count toward 
		    the three months waiting period for eligibility.  
		    Rehired Employees with less than a six month break in 
		    service will receive full credit for past service to 
		    determine eligibility; otherwise, rehired Employees 
		    will be treated as new Employees for purposes of 
		    eligibility.  

		In the event an Eligible Employee fails to remain 
		in the continuous employ of a Participating Company 
		customarily for at least twenty (20) hours per week during 
		a Participation Period, he will be deemed to have elected 
		to withdraw from the Plan and the payroll deductions 
		credited to his account will be returned to him; 
		provided that a Participant who goes on an unpaid leave of 
		absence shall be permitted to remain in the Plan with 
		respect to a Participation Period which commenced prior to 
		such leave of absence.  If such Participant is not guaranteed 
		reemployment by contract or statute and the leave of absence 
		extends beyond ninety (90) days, such Participant shall be 
		deemed to have terminated employment on the ninety-first 
		(91st) day of such leave of absence.  Payroll deductions 
		for a Participant who has been on an unpaid leave of absence 
		will resume at the same rate as in effect prior to such 
		leave upon return to work unless changed by such Participant 
		or unless the Participant has been on an unpaid leave of 
		absence either throughout an entire Participation Period or 
		for more than 90 days, in which case the Participant shall 
		not be permitted to re-enter the Plan until a participation 
		agreement is filed with respect to a subsequent Participation 
		Period which commences after such Participant has returned to 
		work from the unpaid leave of absence.

		(g) "Employee" means any common-law employee of a 
		    Participating Company.

		(h) "Fair Market Value" of a share of Stock means the 
		    market price of Stock, determined as follows: 
		    (i) if the Stock was traded over-the-counter on the 
		    date in question but was not classified as a national 
		    market issue, then the Fair Market Value shall be equal 
		    to the closing bid price quoted by the National 
		    Association of Securities Dealers, Inc. ("NASDAQ") for 
		    such date; (ii) if the Stock is traded over-the-counter 
		    on the date in question and was classified as a national 
		    market issue, then the Fair Market Value shall be 
		    equal to the last-transaction price quoted by the 
		    NASDAQ system for such date; (iii) if the Stock is 
		    traded on a national exchange on the date in question, 
		    then the Fair Market Value shall be the highest closing 
		    bid price reported on such exchange for such date.  
		    If the Stock is not traded on the date as of which the 
		    Fair Market Value is to be determined, Fair Market Value 
		    shall be determined as of the first preceding date on 
		    which Stock was traded.  In all cases the determination 
		    of Fair Market Value by the Board of Directors shall be 
		    conclusive and binding on all persons.

		(i) "Participant" means an Eligible Employee who elects 
		    to participate in the Plan, as provided in Section 5 
		    hereof.

		(j) "Participating Company" means the Company and such 
		    present or future Subsidiaries of the Company as the 
		    Board of Directors shall from time to time designate.

		(k) "Participation Period" means a period during which 
		    contributions may be made toward the purchase of Stock 
		    under the Plan, as determined pursuant to Section 6.

		(l) "Plan Account" means the account established for each 
		    Participant pursuant to Section 9(a).

		(m) "Purchase Price" means the price at which Participants 
		    may purchase Stock under Section 5 of the Plan, as determined 
		    pursuant to Section 7.

		(n) "Stock" means the common stock, no par value, 
		    of the Company.

		(o) "Subsidiary" means a subsidiary corporation as defined 
		    in section 425 of the Code.

		Section 3.  Duration; Shares Authorized
		
		The Plan shall terminate on the last day of the Company's 
		2008-2009 fiscal year, unless terminated earlier by the 
		Board of Directors.  The maximum aggregate number of shares 
		which may be offered under the Plan shall be 2,025,000 shares 
		of Stock, subject to adjustment as provided in Section 13 
		hereof.  

		Section 4.  Administration.

		(a) The Plan shall be administered by a Plan Administrator 
		    appointed by the Board of Directors.  The interpretation 
		    and construction by the Plan Administrator of any 
		    provision of the Plan or of any right to purchase stock 
		    qualified hereunder shall be conclusive and binding on 
		    all persons.

		(b) No member of the Board or the Plan Administrator shall 
		    be liable for any action or determination made in 
		    good faith with respect to the Plan or the right to 
		    purchase Stock hereunder.  The Plan Administrator shall 
		    be indemnified by the Company against the reasonable 
		    expenses, including attorney's fees actually and 
		    necessarily incurred in connection with the defense of 
		    any action, suit or proceeding, or in connection with 
		    any appeal therein, to which it may be a party by reason 
		    of any action taken or failure to act under or in 
		    connection with the Plan or any stock purchased 
		    thereunder, and against all amounts paid by it in 
		    settlement thereof (provided such settlement is approved 
		    by independent legal counsel selected by the Company) 
		    or paid by it in satisfaction of a judgment in any such 
		    action, suit or proceeding, except in relation to matters 
		    as to which it shall be adjudged in such action, 
		    suit or proceeding that the Plan Administrator is liable 
		    for negligence or misconduct in the performance of its 
		    duties; provided that within sixty (60) days after 
		    institution of any such action, suit or proceeding, 
		    the Plan Administrator shall in writing offer the 
		    Company the opportunity, at its own expense, to handle 
		    and defend the same.

		(c) All costs and expenses incurred in administering the 
		    Plan shall be paid by the Company.  The Board or the Plan 
		    Administrator may request advice for assistance or employ 
		    such other persons as are necessary for proper 
		    administration of the Plan.

		Section 5.  Eligibility and Participation.

		(a) Any person who qualifies or will qualify as an 
		    Eligible Employee on the Date of Participation with 
		    respect to a Participation Period may elect to 
		    participate in the Plan for such Participation Period.  
		    An Eligible Employee may elect to participate by 
		    executing the participation agreement prescribed for 
		    such purpose by the Plan Administrator.  
		    The participation agreement shall be filed with the 
		    Plan Administrator no later than the deadline stated 
		    on the participation agreement, and if none is stated, 
		    then no later than the first day of the Participation 
		    Period.  The Eligible Employee shall designate on the 
		    participation agreement the percentage of his or her 
		    Compensation which he or she elects to have withheld for 
		    the purchase of Stock, which may be any whole percentage 
		    from 2 to 10% of the Participant's Compensation.

		(b) By enrolling in the Plan, a Participant shall be deemed 
		    to have elected to purchase the maximum number of whole 
		    shares of Stock which can be purchased with the amount 
		    of the Participant's Compensation which is withheld 
		    during the Participation Period.  However, with respect 
		    to any Participation Period, no Participant shall be 
		    eligible to purchase more than two thousand five hundred 
		    (2,500) shares of Stock (appropriately adjusted if the 
		    Participation Period is longer than a fiscal quarter 
		    and for events described in Section 13), provided that 
		    such amount shall not result in the limitations set 
		    forth in Section 14 being exceeded.

		(c) Once enrolled, a Participant will continue to 
		    participate in the Plan for each succeeding 
		    Participation Period until he or she terminates 
		    participation or ceases to qualify as an Eligible 
		    Employee.  A Participant who withdraws from the Plan 
		    in accordance with Section 10 may again become a 
		    Participant, if he or she then is an Eligible Employee, 
		    by following the procedure described in Section 5(a).

		Section 6.  Participation Periods.  

		The Plan shall be implemented by one or more Participation 
		Periods of not more than twenty-seven (27) months each.  
		(The current duration of each Participation Period is each 
		of the Company's fiscal quarters, and the Participation 
		Periods commence on the first day of each such quarter.)  
		The Board of Directors may determine the duration of each 
		Participation Period and the commencement dates, provided 
		that no Participation Period shall have a commencement date 
		after January 1, 2009.

		Section 7.  Purchase Price.  

		The Purchase Price for each share of Stock shall be the 
		lesser of (i) eighty-five percent (85%) of the Fair Market 
		Value of such share on the Date of Participation or (ii) 
		eighty-five percent (85%) of the Fair Market Value of 
		such share on the last trading day during the Participation 
		Period.

		Section 8.  Employee Contributions.

		A Participant may purchase shares of Stock solely by means 
		of payroll deductions.  Payroll deductions, as designated 
		by the Participant pursuant to Section 5(a), shall commence 
		with the first paycheck issued during the Participation 
		Period and shall be deducted from each subsequent paycheck 
		throughout the Participation Period. If a Participant desires 
		to decrease the rate of payroll withholding during the 
		Participation Period, he or she may do so, if permitted 
		by the Plan Administrator, one time during a Participation 
		Period by filing a new participation agreement with the 
		Plan Administrator.  Such decrease will be effective as of 
		the first day of the second payroll period which begins 
		following the receipt of the new participation agreement.  
		If a Participant desires to increase or decrease the rate 
		of payroll withholding, he or she may do so effective for 
		the next Participation Period by filing a new participation 
		agreement with the Plan Administrator on or before the date 
		specified by the Plan Administrator, and if none is stated, 
		then no later than the first day of the Participation Period 
		for which such change is to be effective.

		Section 9.  Plan Accounts; Purchase of Shares.  

		(a) The Company will maintain a Plan Account on its 
		    books in the name of each Participant.  At the close 
		    of each pay period, the amount deducted from the 
		    Participant's Compensation will be credited to the 
		    Participant's Plan Account.  

		(b) As of the last day of each Participation Period, 
		    the amount then in the Participant's Plan Account 
		    will be divided by the Purchase Price, and the number 
		    of whole shares which results (subject to the 
		    limitations described in Sections 5(b), 9(c) and 14) 
		    shall be purchased from the Company with the funds 
		    in the Participant's Plan Account.  Share certificates 
		    representing the number of shares of Stock so purchased 
		    shall be delivered to a brokerage account designated by 
		    the Plan Administrator and kept in such account pursuant 
		    to a participation agreement (which shall be uniform) 
		    between each Participant and the Company and subject 
		    to the conditions described therein.

		(c) In the event that the aggregate number of shares which 
		    all Participants elect to purchase during a Participation 
		    Period shall exceed the number of shares remaining 
		    available for issuance under the Plan, then the number 
		    of shares to which each Participant shall become entitled 
		    shall be determined by multiplying the number of shares 
		    available for issuance by a fraction the numerator of 
		    which is the sum of the number of shares the Participant 
		    has elected to purchase pursuant to Section 5, 
		    and the denominator of which is the sum of the number 
		    of shares which all employees have elected to purchase 
		    pursuant to Section 5.  Any cash amount remaining in 
		    the Participant's Plan Account under these circumstances 
		    shall be refunded to the Participant.

		(d) Any amount remaining in the Participant's Plan Account 
		    caused by a surplus due to fractional shares after 
		    deducting the amount of the Purchase Price for the number 
		    of whole shares issued to the Participant shall be 
		    carried over in the Participant's Plan Account for the 
		    succeeding Participation Period, without interest.  
		    Any amount remaining in the Participant's Plan Account 
		    caused by anything other than a surplus due to 
		    fractional shares shall be refunded to the Participant 
		    in cash, without interest.

		(e) As soon as practicable following the end of each 
		    Participation Period, the Company shall deliver to 
		    each Participant a Plan Account statement setting forth 
		    the amount of payroll deductions, the purchase price, 
		    the number of shares purchased and the remaining cash 
		    balance, if any.

		Section 10.  Withdrawal From the Plan.  

		A Participant may elect to withdraw from participation 
		under the Plan at any time up to the last day of a 
		Participation Period by filing the prescribed form with the 
		Plan Administrator.  As soon as practicable after a 
		withdrawal, payroll deductions shall cease and all amounts 
		credited to the Participant's Plan Account will be refunded 
		in cash, without interest.  A Participant who has withdrawn 
		from the Plan shall not be a Participant in future 
		Participation Periods, unless he or she again enrolls in 
		accordance with the provisions of Section 5.

		Section 11.  Effect of Termination of Employment or Death.   
		
		(a) Termination of employment as an Eligible Employee for 
		    any reason, including death, shall be treated as an 
		    automatic withdrawal from the Plan under Section 10. 
		    A transfer from one Participating Company to another 
		    shall not be treated as a termination of employment.

		(b) A Participant may file a written designation of a 
		    beneficiary who is to receive any shares and cash, 
		    if any, from the Participant's Account under the Plan 
		    in the event of such Participant's death subsequent to 
		    the purchase of shares but prior to delivery to him of 
		    such shares and cash.  In addition, a Participant may 
		    file a written designation of a beneficiary who is to 
		    receive any cash from the Participant's Account under 
		    the Plan in the event of such Participant's death prior 
		    to the last day of a Participation Period.

		(c) Such designation of beneficiary may be changed by the 
		    Participant at any time by written notice. In the event 
		    of the death of a Participant in the absence of a valid 
		    designation of a beneficiary who is living at the time 
		    of such Participant's death, the Company shall deliver 
		    such shares and/or cash in accordance with the 
		    Participant's designation of beneficiaries under the 
		    Integrated Device Technology, Inc. Long Term Incentive 
		    Plan; or, in the absence of such designation, 
		    to the executor or administrator of the estate of the 
		    Participant; or if no such executor or administrator 
		    has been appointed (to the knowledge of the Company), 
		    the Company, in its discretion, may deliver such shares 
		    and/or cash to the spouse or to any one or more 
		    dependents or relatives of the Participant; or if no 
		    spouse, dependent or relative is known to the Company, 
		    then to such other person as the Company may designate.

		Section 12.  Rights Not Transferable.

		The rights or interests of any Participant in the Plan, 
		or in any Stock or moneys to which he or she may be entitled 
		under the Plan, shall not be transferable by voluntary or 
		involuntary assignment or by operation of law, or by any 
		other manner other than as permitted by the Code or by will 
		or the laws of descent and distribution.  If a Participant 
		in any manner attempts to transfer, assign or otherwise 
		encumber his or her rights or interest under the Plan, 
		other than as permitted by the Code or by will or the laws 
		of descent and distribution, such act shall be treated as 
		an automatic withdrawal under Section 10.

		Section 13.  Recapitalization, Etc.


		(a) The aggregate number of shares of Stock offered under 
		    the Plan, the number and price of shares which any 
		    Participant has elected to purchase pursuant to Section 5 
		    and the maximum number of shares which a Participant 
		    may elect to purchase under the Plan in any Participation 
		    Period shall be proportionately adjusted for any increase 
		    or decrease in the number of issued shares of Stock 
		    resulting from a subdivision or consolidation of shares 
		    or any other capital adjustment, the payment of a stock 
		    dividend, or other increase or decrease in such shares 
		    effected without receipt of consideration by the Company.  

		(b) In the event of a dissolution or liquidation of the 
		    Company, or a merger or consolidation to which the 
		    Company is a constituent corporation, this Plan shall 
		    terminate, unless the plan of merger, consolidation or 
		    reorganization provides otherwise, and all amounts which 
		    each Participant has paid towards the Purchase Price of 
		    Stock hereunder shall be refunded, without interest.

		(c) The Plan shall in no event be construed to restrict 
		    in any way the Company's right to undertake a 
		    dissolution, liquidation, merger, consolidation or other 
		    reorganization.

		Section 14.  Limitation on Stock Ownership.

		Notwithstanding any provision herein to the contrary, 
		no Participant shall be permitted to elect to participate 
		in the Plan (i) if such Participant, immediately after his 
		or her election to participate, would own stock possessing 
		five percent (5%) or more of the total combined voting power 
		or value of all classes of stock of the Company or any 
		parent or Subsidiary of the Company, or (ii) if under the 
		terms of the Plan the rights of the Employee to purchase 
		Stock under this Plan and all other qualified employee 
		stock purchase plans of the Company or its Subsidiaries 
		would accrue at a rate which exceeds twenty-five thousand 
		dollars ($25,000) of the Fair Market Value of such Stock 
		(determined at the time such right is granted) for each 
		calendar year for which such right is outstanding at any 
		time.  For purposes of this Section 14, ownership of stock 
		shall be determined by the attribution rules of section 
		425(d) of the Code, and Participants shall be considered 
		to own any stock which they have a right to purchase under 
		this or any other stock plan.
  
		Section 15.  No Rights as an Employee.

		Nothing in the Plan shall be construed to give any person 
		the right to remain in the employ of a Participating Company.  
		Each Participating Company reserves the right to terminate 
		the employment of any person at any time and for any reason.

		Section 16.  Rights as a Stockholder.

		A Participant shall have no rights as a stockholder with 
		respect to any shares he or she may have a right to purchase 
		under the Plan until the date of issuance of a stock 
		certificate to the brokerage account designated by the Plan 
		Administrator for shares of Stock issued pursuant to the 
		Plan.

		Section 17.  Use of Funds.

		All payroll deductions received or held by the Company 
		under the Plan may be used by the Company for any corporate 
		purpose, and the Company shall not be obligated to segregate 
		such payroll deductions in separate accounts.

		Section 18.  Amendment or Termination of the Plan.

		The Board of Directors shall have the right to amend, 
		modify or terminate the Plan at any time without notice.  
		An amendment of the Plan shall be subject to shareholder 
		approval only to the extent required by applicable laws, 
		regulations or rules.

		Section 19.  Governing Law.

		The Plan shall be governed by, and construed and interpreted 
		in accordance with, the laws of the State of Delaware.  

		To record the adoption of this amended and restated Plan, 
		the Company has caused its authorized officer to execute 
		the same this ___ day of ___________, 1993.



Integrated Device Technology, Inc.


By ____________________________
	 Jack Menache

      Its Vice President, 
General Counsel and Secretary






















INTEGRATED DEVICE TECHNOLOGY, INC.

1984 EMPLOYEE STOCK PURCHASE PLAN

(Amended and Restated Effective as of August 25, 1993)


TABLE OF CONTENTS

					      Page

Section 1.  Establishment of the Plan           1

Section 2.  Definitions                         1

Section 3.  Duration; Shares Authorized         3

Section 4.  Administration.                     3

Section 5.  Eligibility and Participation       4

Section 6.  Participation Periods               5

Section 7.  Purchase Price.                     5

Section 8.  Employee Contributions              5

Section 9.  Plan Accounts; Purchase of Shares   5

Section 10.  Withdrawal From the Plan           6

Section 11.  Effect of Termination of Employment 
	     or death                           7

Section 12.  Rights Not Transferable            7

Section 13.  Recapitalization, Etc. .           8

Section 14.  Limitation on Stock Ownership      8

Section 15.  No Rights as an Employee           9

Section 16.  Rights as a Stockholder            9

Section 17.  Use of Funds                       9

Section 18.  Amendment or Termination           9
	     of the Plan              
	     
Section 19.  Governing Law                      9

 






1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.

(Amended and Restated Effective as of August 25, 1993)


TABLE OF CONTENTS

							   Page


	1.      Purpose                                      1

	2.      Definitions                                  1

	3.      Administration                               2

	4.      Eligibility                                  3

	5.      Shares Available                             3

	6.      Term                                         4

	7.      Stock Options                                4

	8.      Exercise of Stock Options Upon 
       		Termination of Employment.                   5

	9.      Nonassignability                             5

	10.     Accelerated Vesting                          5

	11.     Adjustment of Shares Available               6

	12.     Payment of Withholding Taxes                 7

	13.     Amendments                                   7

	14.     Regulatory Approvals and Listings            7

	15.     No Right to Continued Employment or Grants   8

	16.     Governing Law                                8

	17.     Execution                                    8



1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.

(Amended and Restated Effective as of August 25, 1993)

	1.      Purpose

	The purpose of this amended and restated Plan is to increase 
	the number of shares of Common Stock available for Awards, 
	to comply with applicable law and to provide a long-term incentive 
	vehicle under which stock options may be granted to employees 
	of the Company and its Subsidiaries to promote the Company's success.

	2.      Definitions
	
	A.      "Award" means a stock option granted under the Plan.

	B.      "Award Notice" means any written notice from the Company 
		 to a Participant or an agreement
 between the Company 
		 and a Participant that establishes the terms applicable 
		 to an Award.

	C.      "Board of Directors" means the Board of Directors of 
		 the Company.

	D.      "Code" means the Internal Revenue Code of 1986, as amended.

	E.      "Committee" means the committee designated by the 
		 Board of Directors, which is authorized to administer 
		 the Plan under Section 3 hereof.  The Committee shall have 
		 membership composition which enables the Plan to qualify 
		 under Rule 16b-3 with regard to Awards to persons who are 
		 subject to Section 16 of the Exchange Act.

	F.      "Common Stock" means common stock of the Company, par value 
       		 of $0.001.

	G.      "Company" means Integrated Device Technology, Inc., 
       		 a Delaware corporation.

	H.      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

	I.      "Fair Market Value" means the closing price of a share of 
		 the Company's Common Stock, on the principal exchange which 
		 the shares of the Company's Common Stock are trading, 
		 on the trading day immediately preceding the date on 
		 which the Fair Market Value is determined.

	J.      "Key Employee" means any employee of the Company or 
		 a Subsidiary whose performance the Committee determines can 
		 have a significant effect on the success of the Company.  
		 "Key Employee" also means a nonemployee consultant to the 
		 Company or any Subsidiary who is not an "insider" under 
		 Section 16 of the Exchange Act with respect to the Company, 
		 as determined by the Committee.  Notwithstanding Section 
		 7.A., a Key Employee who is a consultant may not receive 
		 an Award that is an incentive stock option.

	K.      "Participant" means any Key Employee to whom an Award is 
		 granted under the Plan.

	L.      "Plan" means this Plan, which shall be known as the 1985 
		 Incentive and Nonqualified Stock Option Plan For 
		 Integrated Device Technology, Inc., as amended and restated.

	M.      "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange 
		 Act, or any successor rule.

	N.      "Subsidiary" means any corporation or entity in which the 
		 Company directly or indirectly controls 50% or more of the 
		 total voting power of all classes of its stock having voting 
		 power and which the Board of Directors has designated as 
		 a Subsidiary for purposes of the Plan.

	3.      Administration
	
	A.      The Committee shall have the authority to administer the 
		Plan in its sole discretion.  To this end, the Committee 
		is authorized to:

		(i)     construe and interpret the Plan;

		(ii)    promulgate, amend and rescind rules relating to 
       			the implementation of the Plan;

		(iii)   make all determinations necessary or advisable for 
			the administration of the Plan, including the 
			selection of Key Employees who shall be granted 
			Awards, the number of shares of Common Stock to be 
			subject to each Award, the Award price, the vesting 
			or duration of Awards, including accelerating the 
			vesting of Awards, and the designation of stock 
			options as incentive stock options or nonstatutory 
			stock options;

		(iv)    determine the disposition of Awards in the event of 
			a Participant's divorce or dissolution of marriage;

		(v)     determine whether Awards will be granted in 
			replacement of other grants under an incentive or 
			compensation plan of an acquired business unit;

		(vi)    correct any defect, supply any omission, or reconcile 
			any inconsistency in the Plan, any Award or any 
			Award Notice; and

		(vii)   take any and all other actions it deems necessary 
			or advisable for the proper administration of the 
			Plan.

	B.      Subject to the requirements of applicable law, the Committee 
		may designate persons other than members of the Committee 
		to carry out its responsibilities and may prescribe such 
		conditions and limitations as it may deem appropriate, 
		except that the Committee may not delegate its authority 
		with regard to the selection for participation of or the 
		granting of Awards to persons subject to Section 16 of 
		the Exchange Act. Any determination, decision or action 
		of the Committee in connection with the construction, 
		interpretation, administration, or application of the Plan 
		shall be final, conclusive and binding upon all persons 
		participating in the Plan and any person validly claiming 
		under or through persons participating in the Plan.

	C.      The Committee may adopt such Plan amendments, procedures, 
		regulations, subplans and the like as it deems necessary 
		to enable Key Employees who are foreign nationals or 
		employed outside the United States to receive Awards.

	D.      The Committee may at any time, and from time to time, 
		amend or cancel any outstanding Award but only with the 
		consent of the person to whom the Award was granted.

	4.      Eligibility
		Any Key Employee is eligible to become a Participant 
		in the Plan.

	5.      Shares Available
	
	A.      Subject to Section 11, the maximum number of shares of 
		Common Stock available for Award grants (including incentive 
		stock options) shall be 7,750,000.

	B.      For the purpose of computing the total number of shares 
		of Common Stock available for Awards under the Plan, 
		there shall be counted against the 7,750,000 maximum 
		limitation shares of Common Stock subject to Awards.  
		If any Award is forfeited or terminates for any reason 
		before being exercised, then the shares of Common Stock 
		subject to such Award shall again become available for 
		future Awards under the Plan.
	
	C.      The shares of Common Stock available under the Plan may be 
		authorized and unissued shares or treasury shares.

	6.      Term
	
	The amended and restated Plan shall become effective upon approval 
	by the Company's shareholders not later than the 1993 annual meeting 
	of shareholders, and shall continue in effect until May, 1995.

	7.      Stock Options

	A.      Stock options may be incentive stock options within the 
		meaning of Section 422 of the Code or nonstatutory stock 
		options (i.e., stock options which are not incentive stock 
		options).

	B.      Subject to Section 7.C., options shall be in such form and 
		contain such terms as the Committee deems appropriate. 
		While the terms of options need not be identical, each option 
		shall be subject to the following terms:

	(i)     The exercise price shall be the price set by the Committee 
		but may not be less than 100% of the Fair Market Value of 
		the shares of Common Stock on the date of the grant.

	(ii)    The exercise price shall be paid in cash (including check, 
		bank draft, or money order), or at the discretion of the 
		Committee, all or part of the exercise price may be paid 
		by delivery of Common Stock already owned by the Participant 
		and valued at its Fair Market Value or any combination of 
		the foregoing methods of payment.  In addition, payment may 
		be made by the delivery (on a form prescribed by the 
		Committee) of an irrevocable direction to a securities 
		broker approved by the Company to sell Common Stock and 
		to deliver all or part of the sales proceeds to the Company 
		in payment of all or part of the exercise price and any 
		withholding taxes.
 
	(iii)   The term of an option may not be greater than 10 years 
		from the date of the grant.

	 (iv)   Neither a person to whom an option is granted nor such 
		person's legal representative, heir, legatee or distributee 
		shall be deemed to be the holder of, or to have any of the 
		rights of a holder with respect to any shares subject to 
		such option unless and until such person has exercised 
		the option.

	C.      A Key Employee who owns more than 10 percent of the total 
		combined voting power of all classes of outstanding stock 
		of the Company or any of its Subsidiaries shall not be 
		eligible for the Award of an incentive stock option unless 
		(a) the exercise price under such incentive stock option is 
		at least 110 percent of the Fair Market Value of share of 
		Common Stock on the date of grant and (b) such incentive 
		stock option by its terms is not exercisable after the 
		expiration of five years from the date of grant.

	8.      Exercise of Stock Options Upon Termination of Employment
	
		Each Award Notice for options shall set forth the extent 
		to which the Participant shall have the right to exercise 
		the Award following termination of the Participant's 
		employment with the Company and its Subsidiaries.  
		Such provisions shall be determined in the sole discretion 
		of the Committee, need not be uniform among all Awards 
		issued pursuant to the Plan, and may reflect distinctions 
		based on the reasons for termination of employment.

	9.      Nonassignability 
		
		The rights of a Participant under the Plan shall not be 
		assignable by such Participant, by operation of law or 
		otherwise, except by will or the applicable laws of descent 
		and distribution in the event of the Participant's death.  
		Subject to Section 3.A.(iv), during the lifetime of the 
		person to whom an Award is granted, he or she alone may 
		exercise it.  No Participant may create a lien on any funds, 
		securities, rights or other property to which he or she may 
		have an interest under the Plan, or which is held by the 
		Company for the account of the Participant under the Plan.

	10.     Accelerated Vesting

		In the event of a Change in Control (as defined below) of 
		the Company, all outstanding Awards, notwithstanding the 
		terms of the Awards, shall become fully exercisable, 
		with respect to the events described in clauses (i), (ii) 
		or (iii) of this Section 10, one day prior to the effective 
		date of the Change in Control and, with respect to an event 
		described in clause (iv) of this Section 10, fifteen days 
		following the effective date of the Change in Control, 
		unless a majority of the Continuing Directors (as defined 
		below) determine that such Change in Control is in the best 
		interests of the Company and its shareholders. For purposes 
		of this Section 10 a Change in Control shall be deemed to 
		occur if (i) any person or entity, including any combination 
		or group acting in concert (an "Acquiring Entity"), 
		other than a Subsidiary of the Company, shall merge into 
		the Company or otherwise combine with the Company and 
		the Company shall be the continuing or surviving corporation 
		of such merger or combination, and the Common Stock of 
		the Company shall remain outstanding and shall not be 
		changed or exchanged, (ii) the Company shall consolidate 
		with, or merge with and into, any Acquiring Entity 
		(other than a Subsidiary of the Company) and the Company 
		shall not be the continuing or surviving corporation of 
		such consolidation or merger, (iii) any Acquiring Entity 
		(other than a Subsidiary of the Company) shall consolidate 
		with the Company, or merge with or into, the Company, 
		and the Company shall be the continuing or surviving 
		corporation of such consolidation or merger, and in 
		connection with such consolidation or merger, all or part 
		of the outstanding shares of Common Stock shall be changed 
		or exchanged for stock or other securities of any other 
		Acquiring Entity or cash or any other property, or (iv) 
		any Acquiring Entity shall become, in one transaction or a 
		series of transactions, the beneficial owner of 15% or more 
		of the shares of outstanding capital stock of the Company 
		entitled to vote generally in the election of directors.  
		For the purposes of this Section 10, Continuing Director 
		shall mean (i) any member of the Board of Directors of the 
		Company who is not an Acquiring Entity or an affiliate or 
		associate of an Acquiring Entity, or a representative of 
		an Acquiring Entity or of any such affiliate or associate, 
		and who was a member of the Board of Directors prior to 
		January 28, 1989, or (ii) any person who subsequently 
		becomes a member of the Board of Directors, while a member, 
		who is not an Acquiring Entity, or an affiliate or associate 
		of an Acquiring Entity, or a representative of an Acquiring 
		Entity or of any such affiliate or associate, if such person's 
		nomination for election or election to the Board of Directors 
		is recommended or approved by a majority of the Continuing 
		Directors.

	11.     Adjustment of Shares Available

	A.  If there shall be any change in the Common Stock subject to 
	    this Plan or the Common Stock subject to any Award granted 
	    hereunder, through merger, consolidation, reorganization, 
	    recapitalization, reincorporation, stock split, stock dividend, 
	    or other change in the corporate structure of the Company, 
	    appropriate adjustments will be made by the Committee in the 
	    aggregate number of shares subject to this Plan and the number 
	    of shares and the price per share subject to outstanding Awards 
	    in order to preserve, but not to increase, the benefits of 
	    the Participant.

	B.  Subject to Section 10, in the event of a dissolution or liquidation 
	    of the Company or a merger, consolidation or other reorganization, 
	    each outstanding Award shall be treated in accordance with the 
	    terms of the agreement of merger, consolidation or reorganization, 
	    which may provide for the full vesting, redemption, cancelation 
	    or assumption of such Awards; provided, however, that in the 
	    absence of such terms, each outstanding Award shall be treated as 
	    determined by the Committee in its sole discretion.

	12. Payment of Withholding Taxes
	
	    To the extent required by applicable federal, state, local or 
	    foreign law, a Participant shall make arrangements satisfactory 
	    to the Committee for the satisfaction of any withholding 
	    tax obligations that arise by reason of an Award.  The Committee 
	    shall not be required to issue any Common Stock under the Plan 
	    until such obligations are satisfied.

	    The Committee may permit a Participant to satisfy all or part of 
	    his or her withholding tax obligations by having the Company 
	    withhold a portion of any Common Stock that otherwise would be 
	    issued to him or her or by surrendering a portion of any 
	    Common Stock that previously were issued to him or her. 
	    Such Common Stock shall be valued at their Fair Market Value on 
	    the date when taxes otherwise would be withheld in cash.  
	    The payment of withholding taxes by assigning Common Stock to the 
	    Company, if permitted by the Committee, shall be subject to such 
	    restrictions as the Committee may impose.

	13. Amendments

	    The Board of Directors may amend the Plan at any time and from 
	    time to time.  Rights and obligations under any Award Notice or 
	    Award granted before amendment of the Plan shall not be materially 
	    altered, or impaired adversely, by such amendment, except with 
	    consent of the person to whom the Award was granted. An amendment 
	    of the Plan shall be subject to the approval of the Company's 
	    stockholders only to the extent required by applicable laws, 
	    regulations or rules.

	14. Regulatory Approvals and Listings

	    Notwithstanding any other provision in the Plan, the Company 
	    shall have no obligation to issue or deliver certificates of 
	    Common Stock under the Plan prior to 
	    
	    A.obtaining approval from any governmental agency which the 
	    Company determines is necessary or advisable, 
	    
	    B.admitting such shares to listing on any stock exchange on which 
	    the Common Stock may be listed and 

	    C.completing any registration or other qualification of such 
	    shares under any state or Federal law or ruling of any 
	    governmental body which the Company determines to be necessary 
	    or advisable.

	15. No Right to Continued Employment or Grants

	    Participation in the Plan shall not give any Key Employee any 
	    right to remain in the employ of the Company or any Subsidiary, 
	    and a Key Employee may be terminated at any time and for any 
	    reason.  Further, the adoption of this Plan shall not be deemed 
	    to give any Key Employee or other individual the right to be 
	    selected as a Participant or to be granted an Award.


	16. Governing Law

	    The Plan shall be governed by and construed in accordance with 
	    the laws of the State of Delaware.

	17. Execution

	    To record the adoption of this amended and restated Plan, 
	    the Company has caused its authorized officer to execute the same 
	    this ___ day of _________, 1993.




                                       					By___________________________
                                       					       Jack Menache

                                      					     Its Vice President,
                                       					General Counsel and Secretary



















1985 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR INTEGRATED DEVICE TECHNOLOGY, INC.
(Amended and Restated as of August 25, 1993)


	The 1985 Incentive and Nonqualified Stock Option Plan for 
	Integrated Device Technology, Inc. 
	(Amended and Restated as of August 25, 1993) 
	is amended in the following respects:

	1.      Shares Available.  Section 5(A) is amended to read, 
		in its entirety, as follows:

		"Subject to Section 11, the maximum number of shares 
		of Common Stock available for Award grants (including 
		incentive stock options) shall be 8,525,000."

		Section 5(B) is amended to read, in its entirety, as follows:

		"For the purpose of computing the total number of shares 
		of Common Stock available for Awards under the Plan, 
		there shall be counted against the 8,525,000 maximum 
		limitation shares of Common Stock subject to Awards.  
		If any Award is forfeited or terminates for any reason 
		before being exercised, then the shares of Common Stock 
		subject to such Award shall again become available for 
		future Awards under the Plan."

	2.      Effective Date.  This First Amendment is effective 
		this 19th day of October, 1993.

		This First Amendment is adopted this 19th day of October, 
		1993.



INTEGRATED DEVICE TECHNOLOGY, INC.



By _________________________

As Its _____________________










                                     					By___________________________
                                     					       Jack Menache

                                  					     Its Vice President,
                                    					General Counsel and Secretary



                               INTEGRATED DEVICE TECHNOLOGY
                             NOTICE OF GRANT OF STOCK OPTIONS
                                    AND GRANT AGREEMENT







ID:

You have been granted an Employee Stock Option to purchase
Common Stock of Integrated Device Technology, Inc. as follows:

        Non-Qualified Stock Option Grant No.
        Date of Grant
        Stock Option Plan                        85

        Option Price per Share
        Total Number of Shares Granted
        Total Price of Shares Granted




By our signatures we agree that this option is granted under
and governed by the terms of the Integrated Device Technology, 
Inc. 1985 Employee Stock Option Plan.  The term of this option
is Ten (10) years from the Grant Date.  This option shall be 
exercisable in accordance with the schedule on the attached 
Grant Summary.





_____________________________________           __________________
For INTEGRATED DEVICE TECHNOLOGY                Date



_____________________________________           __________________
Optionee                                        Date





                                                          Exhibit 24.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.33-46831 and 33-34458) of Integrated Device 
Technology, Inc. of our report dated April 27, 1994, listed in the 
index appearing under Item 8 of the Annual Report on Form 10-K.




PRICE WATERHOUSE
San Jose, California
May 18, 1994