SCHEDULE 14A INFORMATION
             		  Proxy Statement Pursuant to Section 14(a) of 
             		    the Securities Exchange Act of 1934 

Filed by the Registrant      X
                      			   _____

Filed by a Party other than the Registrant      _____

Check the appropriate box:

_____     Preliminary Proxy Statement

  X
_____     Definitive Proxy Statement


_____     Definitive Additional Materials


_____     Soliciting Material Pursuant to Section 240.14a-11(c) or Section
       	  240.14a-12

	       INTEGRATED DEVICE TECHNOLOGY, INC.
____________________________________________________________________________
	  (Name of Registrant as Specified In Its Charter)

	       INTEGRATED DEVICE TECHNOLOGY, INC.
____________________________________________________________________________
	    (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

   X     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
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       	 Rule 14a-6(i)(3)

_____    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
       	 0-11

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2)       Aggregate number of securities to which transaction applies:
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       	 pursuant to Exchange Act Rule 0-11:*

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4)       Proposed maximum aggregate value of transaction:
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_____    Check box if any part of the fee is offset as provided by Exchange
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Notes:

                 INTEGRATED DEVICE TECHNOLOGY, INC.                    


             NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          August 25, 1994

Notice is hereby given that the 1994 Annual Meeting of the Stockholders of 
Integrated Device Technology, Inc., a Delaware corporation (the "Company"), 
will be held on Thursday, August 25, 1994, at 9:30 a.m., local time, at the 
offices of the Company located at 2670 Seeley Road, San Jose, California, 
for the following purposes:

1.      To elect one Class I director for a term to expire at the 1997 
       	Annual Meeting of Stockholders;
2.      To approve the adoption of the 1994 Stock Option Plan;
3.      To approve the adoption of the 1994 Directors Stock Option Plan;
4.      To ratify the appointment of Price Waterhouse as independent 
       	auditors of the Company for fiscal 1995; and
5.      To transact such other business as may properly come before the 
       	Annual Meeting or any adjournment or postponement thereof.

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

Stockholders of record at the close of business on June 28, 1994 are 
entitled to notice of and to vote at the Annual Meeting or any adjournment 
or postponement thereof.

The majority of the Company's outstanding shares must be represented at 
the Annual Meeting (in person or by proxy) to transact business.  To 
assure a proper representation at the Annual Meeting, please mark, sign 
and date the enclosed proxy and mail it promptly in the enclosed 
self-addressed envelope.  Your proxy will not be used if you revoke it 
either before or at the Annual Meeting.

Santa Clara, California
J
uly 15, 1994




                                       						    Jack Menache
                                       						    Secretary


PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE 
ENCLOSED ENVELOPE.  YOUR VOTE IS IMPORTANT.
       
              		  INTEGRATED DEVICE TECHNOLOGY, INC.
                   			   2975 Stender Way
              		    Santa Clara, California 95054
                   			   (408) 727-6116

            		  1994 ANNUAL MEETING OF STOCKHOLDERS
                    			  PROXY STATEMENT

      	     INFORMATION CONCERNING SOLICITATION AND VOTING

The enclosed proxy is solicited on behalf of the Board of Directors of 
Integrated Device Technology, Inc. (the "Company") for use at the Annual 
Meeting of Stockholders to be held Thursday, August 25, 1994 at 9:30 a.m., 
local time, or at any adjournment or postponement thereof.  The Annual 
Meeting will be held at 2670 Seeley Road, San Jose, California 95134.

Stockholders of record at the close of business on June 28, 1994 (the 
"Record Date") are entitled to notice of, and to vote at, the Annual 
Meeting.  On the Record Date, 33,545,220 shares of the Company's Common 
Stock were issued and outstanding.  A majority of the shares issued and 
outstanding as of the Record Date must be present in person or represented 
by proxy at the Annual Meeting for the transaction of business.  Nominees 
for election of directors are elected by plurality vote of all votes cast 
at the Annual Meeting.  Approval of the ratification of Price Waterhouse 
as the independent public accountants and approval of the adoption of the 
1994 Stock Option Plan and 1994 Directors Stock Option Plan require the 
affirmative vote of a majority of the shares of the Company's Common Stock 
present in person or by proxy at the Annual Meeting and entitled to vote.  
Abstentions have the effect of a negative vote, but broker non-votes do 
not affect the calculation.  Each share of Common Stock is entitled to 
one vote.

All shares represented by valid proxies received before the Annual Meeting 
will be voted and, where a stockholder specifies by means of the proxy a 
choice with respect to any matter to be acted upon, the shares will be 
voted in accordance with such specifications.  Unless marked to the 
contrary, it is the intention of the proxy holders named in the enclosed 
form of proxy to vote all properly signed and returned proxies for the 
election of Mr. Perham as the Class I director.  If no instructions are 
given on the executed proxy, the proxy will be voted for the ratification 
of Price Waterhouse as the independent public accountants and in favor of 
the two other proposals described.  A stockholder who signs and returns a 
proxy in proper form may revoke it at any time before it is voted by 
delivering to The First National Bank of Boston a written revocation or 
a duly executed proxy bearing a later date or by attending the Annual 
Meeting and voting in person.

The cost of this solicitation will be borne by the Company.  The Company 
has retained Skinner & Co., Inc. to aid in the solicitation of proxies from 
brokers, bank nominees and other institutional owners at a cost of 
approximately $3,500, plus certain out-of-pocket expenses.  In addition, 
the Company will reimburse brokers or other persons representing beneficial 
owners of shares for their expenses in forwarding solicitation material to 
such beneficial owners.  Proxies may also be solicited by certain of the 
Company's directors, officers and employees, without additional compensation, 
by telephone or otherwise.


             		      PRINCIPAL SHARE OWNERSHIP

As of the Record Date, the following were known by the Company to be the 
beneficial owners of more than 5% of the Company's Common Stock:

 
                                  					    Shares Beneficially Owned (1)
Name and Address                               Number         Percent

FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109                  4,204,800 (2)      12.5%

Carl E. Berg
10050 Bandley Drive
Cupertino, California 95014                  1,798,354 (3)       5.4%

(1)     The persons named in the table have sole voting and investment 
       	power with respect to all shares of Common Stock beneficially owned 
       	by them, subject to community property laws where applicable and the 
       	information contained in the footnotes to the table.
(2)     Share ownership information is as reported on Amendment No. 1 to a 
       	Schedule 13G dated February 11, 1994.
(3)     Includes 50,000 shares with respect to which Mr. Berg shares voting 
       	and dispositive power and 20,000 shares subject to options that will 
	       be exercisable within 60 days after the Record Date.  Also includes 
       	an aggregate of 106,400 shares held by Mr. Berg's spouse in trust 
       	for their child, as to which Mr. Berg disclaims beneficial ownership.
	
The following table contains information regarding beneficial ownership as 
of the Record Date of the Common Stock of the Company with respect to the 
director nominee and the directors of the Company, the five executive 
officers named in the Summary Compensation Table and all executive officers 
and directors as a group:

                                       					      SHARES OF COMMON STOCK
                                       					      BENEFICIALLY OWNED AS OF
                                       					      THE RECORD DATE(1)
NAME, PRINCIPAL OCCUPATION AND DIRECTORSHIPS      NUMBER          PERCENT

Class I Directors--Term expiring at the 1997 
Annual Meeting:

LEONARD C. PERHAM - 51
Chief Executive Officer of the Company since 
April 1991; President and Chief Operating 
Officer of the Company from October 1986 to 
April 1991; Vice President and General Manager, 
Static RAM Division of the Company from October 
1983 to October 1986.  Mr. Perham has been a 
director of the Company since 1986.               214,546(2)          *

Class II Directors--Term expiring at the 1995 
Annual Meeting:

FEDERICO FAGGIN - 52
President, Chief Executive Officer and Director 
of Synaptics, Inc., a neural network research 
and development company, since 1986; Director 
of Aptix, Inc., Atesla, Inc. and Orbit 
Semiconductor.  Mr. Faggin has been a director 
of the Company since 1992.                         20,000(3)           *

JOHN C. BOLGER - 47
Private Investor; Vice President - Finance and 
Administration of Cisco Systems, Inc., an 
internetworking systems manufacturer, from 
1989-1992; Vice President - Finance and 
Administration of KLA Instrument, Inc., an 
optical inspection equipment manufacturer, from 
1988 to 1989; Director of Teknekron Communications 
Systems, Inc., Data Race, Inc., Integrated Systems, 
Inc. and Sanmina Corporation.  Mr. Bolger has been 
a director of the Company since January 23, 1993.       0               *

Class III Directors--Term expiring at the 1996 
Annual Meeting:

D. JOHN CAREY - 58
Chairman of the Board of the Company since 1982; 
Chief Executive Officer of the Company from 1986 
to April 1991; President of the Company from 1982 
to 1986.  Mr. Carey has been a director of the 
Company since 1980.                                861,238(4)          2.6%

CARL E. BERG - 57
Partner, Berg & Berg Industrial Developers, a 
real estate development partnership since 1979; 
Director of Valence Technology.  Mr. Berg has 
been a director of the Company since 1982.       1,798,354(5)          5.4%

Executive Officers Named in Summary Compensation Table:

WILLIAM B. CORTELYOU                                 1,644               *

ALAN H. HUGGINS                                     15,455(6)            *

CHUEN-DER LIEN                                       9,067(7)            *

RICHARD R. PICARD                                   17,991(8)            *

All executive officers and directors as a 
group (14 persons)                               2,994,592(9)          8.9%

*       Less than 1%.

(1)     The persons named in the table have sole voting and investment power 
       	with respect to all shares of Common Stock beneficially owned by 
       	them, subject to community property laws where applicable and the 
       	information contained in the footnotes to the table.

(2)     Includes 204,903 shares subject to options that will be exercisable 
       	within 60 days after the Record Date.

(3)     These shares are subject to options that will be exercisable within 
       	60 days after the Record Date.

(4)     Includes 200,962 shares subject to options that will be exercisable 
       	within 60 days after the Record Date.

(5)     Includes 50,000 shares with respect to which Mr. Berg shares voting 
       	and dispositive power and 20,000 shares subject to options that will 
       	be exercisable within 60 days after the Record Date.  Also includes 
       	an aggregate of 106,400 shares held by Mr. Berg's spouse in trust 
       	for their child, as to which Mr. Berg disclaims beneficial ownership.

(6)     Includes 12,171 shares subject to options that will be exercisable 
       	within 60 days after the Record Date.

(7)     Includes 7,731 shares subject to options that will be exercisable 
       	within 60 days after the Record Date.

(8)     Includes 16,040 shares subject to options that will be exercisable 
       	within 60 days after the Record Date.

(9)     Includes 532,797 shares subject to options held by 14 executive 
       	officers and directors that will be exercisable within 60 days after 
       	the Record Date.  Also includes 14,767 shares owned of record by the 
       	trust established pursuant to the Company's 401(k) Plan.  Also 
       	includes 106,498 shares held by the members of the immediate 
       	families of one officer and one director, as to which such persons 
       	disclaim beneficial ownership. See Note (5).

                           ELECTION OF DIRECTORS

The Board of Directors consists of five members, divided into three classes.  
One Class I director is to be elected at the Annual Meeting to serve a 
three-year term expiring at the 1997 Annual Meeting of Stockholders or 
until a successor has been elected and qualified.  The remaining four 
directors will continue to serve as set forth above.

Leonard C. Perham has been nominated by the Board of Directors to serve as 
the Class I director.

In the event that the nominee is unable or declines to serve as a director 
at the time of the Annual Meeting, the proxies will be voted for any nominee 
who shall be designated by the present Board of Directors to fill the 
vacancy, or the Board of Directors may reduce the authorized number of 
directors in accordance with the Company's Restated Certificate of 
Incorporation, as amended, and By-laws.  The Board of Directors has 
no reason to believe that the nominee will be unable to serve.

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of six meetings during 
the fiscal year ended April 3, 1994 and acted by unanimous written consent 
three times.  The Board of Directors has an Audit and Compensation Committee, 
but does not have any Nominating Committee or any committee performing this 
function.  In addition, the Board has a Stock Option Committee that 
administers the 1985 Incentive and Nonqualified Stock Option Plan.

The Audit Committee, composed of Messrs. Berg and Bolger, recommends 
engagement of the Company's independent auditors and is primarily 
responsible for approving the services performed by the Company's 
independent auditors and for reviewing and evaluating the Company's 
accounting practices and its systems of internal accounting controls.  
Mr. Bolger is the Chair of the Audit Committee.  The Audit Committee held 
two meetings during fiscal 1994.

The Compensation Committee, composed of Messrs. Berg and Bolger, was 
established by the Board of Directors in January 1993.  The Compensation 
Committee determines the salaries and incentive compensation for executive 
officers, including the chief executive officer, and key personnel, other 
than stock options.  Mr. Berg is the Chair of the Compensation Committee.  
The Compensation Committee held two meetings during fiscal 1994.

The Stock Option Committee is composed of two directors who have not 
received options under the plan in more than one year, Messrs. Berg and 
Bolger.  Mr. Berg is the Chair of the Stock Option Committee.  The Stock 
Option Committee administers the Company's stock option plans, including 
determining the number of shares underlying options to be granted to each 
employee and the terms of such options.  The Stock Option Committee held 
no meetings during fiscal 1994, but acted by unanimous written consent 13 
times during fiscal 1994.

Each director attended more than 75% of the meetings of the Board of 
Directors and of any committee upon which such director served during 
fiscal 1994.

DIRECTOR COMPENSATION

Members of the Board of Directors who are not also officers or employees 
of the Company are paid an annual retainer in the amount of $10,000 per 
fiscal year, $2,500 per board meeting attended (except telephone meetings) 
and $500 per committee meeting attended if not conducted on the same day as 
a Board meeting.

The Company's 1989 Nonemployee Director Stock Option Plan (the "1989 Option 
Plan"), covering 100,000 shares of Common Stock, was adopted by the Board 
of Directors in July 1989 and approved by the stockholders in September 
1989.  All members of the Board of Directors who are not also employees 
of the Company or of a parent or subsidiary of the Company ("Nonemployee 
Directors") are eligible to receive options under the 1989 Option Plan.

The 1989 Option Plan provides for the mandatory grant of options on an 
annual basis to the Company's Nonemployee Directors.  The exercise price 
of options granted under the 1989 Option Plan may not be less than the 
fair market value of the Company's Common Stock at the close of business 
the day before the grant.

Pursuant to the terms of the 1989 Option Plan, each Nonemployee Director 
is granted an option to purchase 16,000 shares of the Company's Common 
Stock on the date of such Nonemployee Director's first election or 
appointment to the Board.  In addition, the Nonemployee Director who 
chairs the Audit Committee of the Board of Directors is granted an option 
to purchase 4,000 shares of the Company's Common Stock on the date of such 
Nonemployee Director's first election or appointment as Chair of the Audit 
Committee.  These options have a term of five years and become exercisable 
in cumulative increments of 25% per year, commencing on the first 
anniversary of the date of grant.

Annually thereafter, each Nonemployee Director is granted an option to 
purchase 4,000 shares of the Company's Common Stock and an additional 1,000 
shares of the Company's Common Stock if the optionee is also Chair of the 
Audit Committee of the Board of Directors.  The annual grant is made on the 
anniversary date of the optionee's receipt of the initial option granted 
under the 1989 Option Plan.  Such options become exercisable in full on 
the fourth anniversary of the date of grant.

As of April 3, 1994, options to purchase 77,000 shares were outstanding to 
three Nonemployee Directors, at an average exercise price of $7.30 per share 
expiring in July 1997 and January 1998, and 4,000 shares remain available 
for future grant under the 1989 Option Plan.  During fiscal 1994, Mr. Faggin 
purchased 4,000 shares upon exercise of options granted under the 1989 
Option Plan, for net value realized of $68,000.  In May 1994, the Board of 
Directors of the Company adopted the 1994 Directors Stock Option Plan to 
replace the 1989 Option Plan.  Grants under the 1994 Directors Stock Option 
Plan will be the same as those under the 1989 Option Plan.  See "Approval 
of 1994 Directors Stock Option Plan."

In addition, Mr. Faggin was granted a nonstatutory option covering 64,000 
shares of Common Stock at an exercise price of $3.625 per share on July 15, 
1992, while he served as a consultant to the Company and before he became 
a director.  These options become exercisable in cumulative increments of 
25% per year beginning on the first anniversary of the date of grant.  
During fiscal 1994, Mr. Faggin purchased 26,000 shares of Common Stock upon 
exercise of these options, for net value realized of $455,000.


                           EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows certain information concerning the compensation 
of each of the Company's five most highly compensated employees who were 
executive officers of the Company during fiscal 1994 for services rendered 
in all capacities to the Company for the fiscal years ended 1994, 1993 and 
1992.  This information includes the dollar values of base salaries, bonus 
awards, the number of stock options granted and certain other compensation, 
if any, whether paid or deferred.  The Company does not grant SARs and has 
no long term compensation benefits other than options.
                     			 Annual Compensation           Long-Term
		                 __________________________________  Compensa-
						                                                 tion Awards
                                   					    Other      ___________ All
                                   					    Annual     Shares      Other
Name and Principal Fiscal                   Compensa-  Underlying  Compensa-
Position           Year   Salary  Bonus(1)  tion       Options (#) tion(2)
                    			    ($)     ($)       ($)                    ($)     
__________________ ______ ______  ________  _________  ___________ _________

Leonard C. Perham
Chief Executive 
Officer            1994  $277,394  $401,295   $ 0        140,000    $4,162
		                 1993   242,260    26,330     0         65,000     1,763
              		   1992   256,494         0     0        192,404     1,154
		   
William B. 
Cortelyou
Vice President - 
Wafer Operations   1994   129,324   186,454     0         12,500     2,132
		                 1993   119,267     5,814     0              0       868
              		   1992   103,167         0     0         30,000       536
		   
Alan H. Huggins
Vice President - 
Memory Division    1994   160,057   166,549     0         58,000     2,552
		                 1993   134,544    13,271     0              0     1,032
              		   1992   137,896         0     0         30,832       689
			  
Chuen-Der Lien
Vice President - 
Technology 
Development        1994   144,083   173,391     0         20,000     2,231
		                 1993   127,319     5,804     0         32,000       857
              		   1992   105,680         0     0         21,864       504
		   
Richard R. Picard
Vice President - 
Logic & Micro-
processor Products 1994   183,967   139,605     0         39,000     2,395
		                 1993   123,046     6,888     0         34,000     1,115
              		   1992   127,386         0     0          9,302       699
		   
(1)     Amounts listed in this column for 1994 and 1993 include cash paid 
       	under the Company's Profit Sharing Plan, as follows:  Perham, 
       	$14,745, $1,130; Cortelyou, $6,774, $565; Huggins, $8,669, $671; 
       	Chuen-Der Lien, $7,391, $554; Picard, $8,205, $588.

(2)     Amounts listed in this column for 1992 represent only the value of 
       	forfeiture allocations under the Long Term Incentive Plan ("LTIP").  
       	Amounts listed in this column for 1993 are the cash value of 
       	contributions made in the Common Stock of the Company to the LTIP 
       	for each of the named executives.  LTIP contributions are aggregated 
       	and held in trust and paid out to named executives (or any plan 
       	participant) only upon retirement, termination, disability or death.  
       	Amounts listed in this column for 1994 are the cash value of 
       	contributions to the LTIP for the first half of 1994.  During the 
       	last half of 1994 the LTIP was terminated and the value of 
       	participants share balances were transferred to individual 
       	participant 401(k) accounts.  Effective the second half of 1994 
       	the Company will make a contribution to individual 401(k) accounts 
       	of 1% of net profit before taxes, allocated equally to all 
       	participants.  For the second half of 1994 that amounted to $234 
       	per participant and is included in this column for 1994.

OPTION GRANTS IN THE LAST FISCAL YEAR

The following table contains information concerning the grant of stock 
options under the Company's 1985 Incentive and Nonqualified Stock Option 
Plan to the named executive officers.  In addition, there are shown the 
hypothetical gains or "option spreads" that would exist for the respective 
options based on assumed rates of annual compound stock appreciation of 5% 
and 10% from the date of grant over the full option term.  Actual gains, 
if any, on option exercises are dependent on the future performance of the 
Company's Common Stock.  The hypothetical gains shown in this table are not 
intended to forecast possible future appreciation, if any, of the stock 
price.
                                                							 Potential Realizable 
                                                							 Value at Assumed 
                                                							 Annual Rates of Stock
                                                							 Price Appreciation 
             		   Individual Grants                     for Option Term(1)
						 
________________________________________________________ ____________________
                    			     % of Total
              		  Number of  Options
              		  Shares     Granted to
              		  Underlying Employees Exercise
              		  Options    in Fiscal Price     Expiration
Name              Granted(2) Year      ($/Share) Date       5% (4) 10% (4)
_________________ __________ ________  _________ ________ ________ _________

Leonard C. Perham 125,000(3)   6.8%     $12.50   07/22/03 $982,648 $2,490,223
              		   15,000(4)   0.8%      12.375  11/08/03  116,739    295,838
		   
William B. 
  Cortelyou         2,500(5)   0.1%       7.00   04/27/03   11,006     27,890
		                 10,000(6)   0.5%      12.375  11/08/03   77,826    197,226
		   
Alan H. Huggins    21,000(7)   1.1%       7.00   04/27/03   92,448    234,280
		                 20,000(8)   1.1%      12.00   07/15/03  150,935    382,498
              		   17,000(6)   0.9%      12.375  11/08/03  132,304    335,284
		   
Chuen-Der Lien      6,000(9)   0.3%       7.00   04/27/03   26,414     66,937
		                 16,000(10)  0.9%      16.00   09/15/03  160,997    407,998
		   
Richard R. Picard  20,000(11)  1.1%       7.00   04/27/03   88,045    223,124
		                  4,000(12)  0.2%      12.00   07/15/03   30,187     76,500
              		   15,000(13)  0.8%      22.125  02/15/04  208,714    528,923
		   
(1)     In accordance with Securities and Exchange Commission rules, these 
       	columns show gains that might exist for the respective options over 
       	a period of ten years.  This valuation model is hypothetical.  If 
       	the stock price does not increase over the exercise price, 
       	compensation to the named executive would be zero.

(2)     All stock options are granted at the fair market value on the date 
       	of grant.  The terms of the plan provide that these options may 
       	become exercisable in full in the event of a change in control (as 
       	defined in the plan).  The exercise price and tax withholding 
       	obligations related to exercise may be paid by delivery of shares 
       	already owned and tax withholding obligations related to exercise 
       	may be paid by offset of the underlying shares, subject to certain 
       	conditions.

(3)     These options were granted on July 22, 1993 and are exercisable in 
       	1995, 1996, 1997 and 1998 at a rate of 15,000, 15,000, 15,000 and 
       	80,000 shares per year, respectively.

(4)     These options were granted on November 8, 1993 and are exercisable 
       	in 1995.

(5)     These options were granted on April 27, 1993 and are exercisable in 
       	1997.

(6)     These options were granted on November 8, 1993 and are exercisable 
       	in 1997.

(7)     These options were granted on April 27, 1993 and are exercisable in 
       	1994, 1995 and 1996 at a rate of 2,000, 2,000 and 17,000 shares 
       	per year, respectively.

(8)     These options were granted on July 15, 1993 and are exercisable 
       	beginning in 1994 at a rate of 5,000 shares per year through 1997.

(9)     These options were granted on April 27, 1993 and are exercisable 
       	beginning in 1995 at a rate of 2,000 shares per year through 1997.

(10)    These options were granted on September 15, 1993 and are exercisable 
       	in 1998.

(11)    These options were granted on April 27, 1993 and are exercisable in 
       	1995, 1996 and 1997 at a rate of 2,000, 2,000 and 16,000 shares per 
       	year, respectively.

(12)    These options were granted on July 15, 1993 and are exercisable 
       	beginning in 1995 at a rate of 1,000 shares per year through 1998.

(13)    These options were granted on February 15, 1994 and are exercisable 
       	in 1998.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION 
VALUES

The following table shows the number of shares of Common Stock acquired by 
the named executive officers upon the exercise of stock options during the 
fiscal year, the net value realized at exercise, the number of shares of 
Common Stock represented by outstanding stock options held by each of the 
named executive officers as of April 3, 1994 and the value of such options 
based on the closing price of the Company's Common Stock at fiscal year-end.  
On March 31, 1994 (the last day of trading for the year ended April 3, 1994), 
the Company's Common Stock closed at $25.375.
                                                 							   Value of
			                           Number of Shares             Unexercised
                      			     Underlying Unexercised       In-the-Money
                      			     Options at FY-End(1)      Options at FY-End(2)
- - - - -----------------------------------------------------------------------------
				    
				   
     Shares
     Acquired on   Value
Name Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
____ ___________ ________ _________________________ _________________________
Leonard C. Perham
       200,000  $4,162,500    189,903 / 320,000      $3,991,351 / $5,834,375
       
William B. Cortelyou
	       30,000     445,465     10,250 /  33,000         193,035 /    558,000
	
Alan H. Huggins     
	       52,973     847,747      7,171 /  86,000         149,126 /  1,486,375
	
Chuen-Der Lien
	       31,038     744,578      8,256 /  55,500         167,053 /    989,125
	
Richard R. Picard
	       50,000     623,750     11,040 /  65,000         235,809 /  1,041,000
	
(1)     These numbers represent the total number of shares subject to stock 
       	options held by the named executive officer.  These options were 
       	granted on various dates during fiscal years 1991 through 1994, and 
       	are exercisable on various dates beginning in 1991 and expiring in 
       	2004.

(2)     These amounts represent the difference between the exercise price 
       	of the stock options and the closing price of Integrated Device 
       	Technology, Inc. Common Stock on March 31, 1994 (the last day of 
       	trading for the year ended April 3, 1994), for all options held by 
       	each named executive officer.  The stock option exercise prices 
       	range from $3.63 to $4.50 per share.  All stock options are granted 
       	at the fair market value of the stock on the grant date.

The Report of the Compensation and Stock Option Committees on Executive 
Compensation shall not be deemed to be incorporated by reference by any 
general statement incorporating by reference this Proxy Statement into any 
filing under the Securities Act of 1933 or under the Securities Exchange 
Act of 1934, except to the extent that the Company specifically incorporates 
this information by reference, and shall not otherwise be deemed filed under 
such Acts.

REPORT OF COMPENSATION AND STOCK OPTION COMMITTEES ON EXECUTIVE COMPENSATION

This report is provided by the Compensation and Stock Option Committees of 
the Board of Directors of Integrated Device Technology, Inc. to assist 
stockholders in understanding the objectives and procedures in establishing 
the compensation of the Company's Chief Executive Officer, Leonard C. Perham, 
and other executive officers.  During the Company's fiscal year ended 
April 3, 1994, the Company's compensation program was administered by the 
Compensation Committee and the Stock Option Committee of the Board of 
Directors.  The role of the Compensation Committee was to review and 
approve salaries, cash bonuses and other compensation of the executive 
officers.  The role of the Stock Option Committee was to administer the 
1985 Incentive and Nonqualified Stock Option Plan (the "1985 Option Plan"), 
including review and approval of stock option grants to the executive 
officers.  The Compensation Committee and the Stock Option Committee each 
consist solely of outside directors, Messrs. Berg and Bolger.

Compensation Philosophy
_______________________

The Compensation Committee believes that the compensation of the Company's 
executive officers should be:

- - - - -       competitive in the market place;
- - - - -       directly linked to the Company's profitability and to the value of 
       	the Company's Common Stock; and
- - - - -       sufficient to attract, retain and motivate well-qualified executives 
       	who will contribute to the long-term success of the Company.

The Company's Human Resources Department, working with an independent 
outside consulting firm, developed executive compensation data from a 
nationally recognized survey for a group of similar size high technology 
companies and provided this data to the Compensation Committee and the 
Stock Option Committee.  The factors used to determine the participants 
in the survey included annual revenue, industry, growth rate and geography.  
The Company's executive level positions, including the Chief Executive 
Officer, were matched to comparable survey positions and competitive market 
compensation levels to determine base salary, target incentives and target 
total cash compensation.  Practices of such companies with respect to stock 
option grants are also reviewed and compared.

In preparing the performance graph for this Proxy Statement, the Company 
used the S&P Electric (Semi/Components) Index ("S&P Index") as its published 
line of business index.  The companies in this survey are substantially 
similar to the companies contained in the S&P Index.  Approximately two 
thirds of the companies included in the survey group are included in the 
S&P Index.  The remaining companies included in the survey group were felt 
to be relevant by the Company's independent compensation consultants because 
they compete for executive talent with the Company notwithstanding that they 
are not included in the S&P Index.  In addition, certain companies in the 
S&P Index were excluded from the survey group because they were determined 
not to be competitive with the Company for executive talent, or because 
compensation information was not available.

This competitive market data is reviewed with the Chief Executive Officer 
for each executive level position and with the Compensation Committee and 
the Stock Option Committee as to the Chief Executive Officer.  In addition, 
each executive officer's performance for the last fiscal year and objectives 
for the subsequent year are viewed, together with the executive's 
responsibility level and the Company's fiscal performance versus objectives 
and potential performance targets for the subsequent year.

Key Elements of Executive Compensation
______________________________________

The Company's executive compensation program consists of a cash and an 
equity-based component.  Base pay and, if warranted, an annual bonus and a 
semi-annual award under the Company's Profit Sharing Plan constitute the 
cash components.  Grants of stock options under the Company's 1985 Option 
Plan comprise the equity-based component.  The Vice President of Sales is 
also eligible to receive a commission-based bonus, which is paid quarterly.

Cash Components.  Cash compensation is designed to fluctuate with Company 
performance.  In years that the Company exhibits superior financial 
performance, cash compensation is designed to be above average competitive 
levels; when financial performance is below goal, cash compensation is 
designed generally to be below average competitive levels.  Essentially, 
this is achieved through the cash bonus and Profit Sharing Plan awards, 
which are paid only if certain financial targets are met.

Base Pay:  
________

Base pay guidelines are established for executive officers after a review 
of compensation survey data referred to above.  Individual base pay within 
the guidelines is based on sustained individual performance toward achieving 
the Company's goals and objectives.  Executive salaries are reviewed 
annually.  In January 1992, all executive officers took a base pay decrease 
of 6%, which was restored in April 1993.

Bonus:  
_____

The Company pays an annual cash bonus to certain executive officers and 
other key employees based on the pre-tax earnings of the Company and the 
employee's individual performance.  Payment of these bonuses is normally 
made in the first quarter of each fiscal year for performance during the 
previous year.

At the beginning of each fiscal year, each eligible employee is assigned a 
specific number of "points."  The number of points assigned to the Chief 
Executive Officer is determined by the Compensation Committee.  The number 
of points assigned to the other executive officers and key employees is 
recommended by the Chief Executive Officer and determined by the Compensation 
Committee.  The specific number of points assigned is based, in part, on the 
importance of the individual's job and area of responsibility relative to 
the Company's goals.  Two-thirds of the cash amount of the bonus for each 
eligible employee is based on a value per point equal to the pre-tax 
earnings per share of the Company's Common Stock for the fiscal year.  In 
addition, at the end of the fiscal year, the Compensation Committee 
allocates 2% of pre-tax earnings between the Chief Executive Officer and 
all eligible employees as a group.  The portion not allocated by the 
Compensation Committee is allocated by the Chief Executive Officer to 
eligible employees on the basis of their respective contributions.  The 
aggregate amount of all bonuses paid for any single fiscal year may not 
exceed 6% of pre-tax profits for the year.  The Compensation Committee 
approves Company performance objectives to be used for bonus determination 
and approves the overall structure and mechanics of the bonus program.  For 
fiscal 1994, a total of 1,309,000 points were awarded to a total of 45 
individuals and bonuses aggregating $2,643,350 were paid to a total of 77 
individuals.

Profit Sharing Plan:  
___________________

The Profit Sharing Plan is available to all employees who have at least 
six months of service with the Company.  The Board of Directors determines 
the amount of annual contributions under the Profit Sharing Plan.  In fiscal 
1994, the Board set aside 7% of pre-tax earnings to be contributed to the 
Profit Sharing Plan.  Contributions to the Profit Sharing Plan are made in 
cash and distributed to employees semi-annually.  The amount of each 
participating employee's distribution is that portion of the total funds 
available for distribution equal to such employee's base salary divided by 
the aggregate base salaries of all participating employees.  An aggregate 
of $86,461 was paid to executive officers under the Profit Sharing Plan for 
fiscal 1994 performance.

Equity-Based Component.  Stock options are an essential element of the 
Company's executive compensation package.  The Stock Option Committee 
believes that equity-based compensation in the form of stock options links 
the interests of management and stockholders by focusing employees and 
management on increasing stockholder value.  The actual value of such 
equity-based compensation depends entirely on appreciation of the Company's 
stock.  Approximately 45% of the Company's employees participate in the 
Company's 1985 Option Plan.

During fiscal 1994, the Stock Option Committee made stock option grants to 
certain executives including the Chief Executive Officer.  See "Executive 
Compensation - Option Grants in the Last Fiscal Year."  Generally, for 
executive officers, the stock option grants were higher than the grants 
made by the survey companies.  Stock options typically have been granted 
to executive officers when the executive first joins the Company, annually 
thereafter, in connection with significant changes in responsibilities, and, 
occasionally, to achieve equity within a peer group.  The number of shares 
subject to each stock option granted takes into account or is based on 
anticipated future contribution and ability to impact corporate and/or 
business unit results, past performance or consistency within the executive's 
peer group, prior option grants to the executive officer and the level of 
vested and unvested options.  The purpose of these options is to provide 
greater incentives to those officers to continue their employment with the 
Company and to strive to increase the value of the Company's Common Stock.  
Options have been granted at exercise prices of not less than fair market 
value of the Company's Common Stock on the date of grant.  These options 
generally vest at an annual rate of 25% of the total shares granted 
commencing one year from the date of grant.  In addition, the Committee 
has also granted "fourever" options, which vest in full four years from 
the date of grant.  The "fourever" program is intended to provide continuing 
incentive to employees to remain with the Company.

1994 CEO Compensation
_____________________

In fiscal 1994, Mr. Perham's base salary was $277,394 (compared to $242,260 
in fiscal 1993 and $256,494 in fiscal 1992).  Mr. Perham's salary was 
decreased by 6% in January 1992 due to poor Company performance in calendar 
1991.

Mr. Perham received a $386,500 bonus in fiscal 1994.  The bonus was based 
in part on the payout of 140,000 points and the attainment of $1.52 in 
pre-tax profit per share in fiscal 1994.  The remainder of the bonus was a 
discretionary cash award of 0.5% of pre-tax profit.  For fiscal 1994, Mr. 
Perham also received $14,745 under the Profit Sharing Plan.  In fiscal 1993, 
Mr. Perham received a $25,200 bonus.  Due to poor financial performance in 
fiscal 1992, Mr. Perham did not receive a cash bonus for that year.

During fiscal 1994, Mr. Perham was granted an option for 140,000 shares.  
The Stock Option Committee believes such option is appropriate for Mr. 
Perham's level of responsibility and is well within competitive practice, 
taking into account prior option grant history, the level of vested versus 
unvested shares and the number of shares Mr. Perham already owned.  The 
Stock Option Committee determined that this new option grant provided the 
necessary incentive to Mr. Perham.

July 15, 1994
	


                                  					      COMPENSATION COMMITTEE
					      
					                                        Carl E. Berg   
                                  					      John C. Bolger


                                  					      STOCK OPTION COMMITTEE
    			      
				                                  	      Carl E. Berg   
                                  					      John C. Bolger


The Performance Graph shall not be deemed to be incorporated by reference 
by any general statement incorporating by reference this Proxy Statement 
into any filing under the Securities Act of 1933 or under the Securities 
Exchange Act of 1934, except to the extent that the Company specifically 
incorporates this information by reference, and shall not otherwise be 
deemed filed under such Acts.

 
                       				PERFORMANCE GRAPH

The Securities and Exchange Commission requires that the Company include in 
this Proxy Statement a line-graph presentation comparing cumulative, 
five-year stockholder returns on an indexed basis with (i) a broad equity 
market index and (ii) an industry index or peer group.  Set forth below is 
a line graph comparing the percentage change in the cumulative total 
stockholder return on the Company's Common Stock against the cumulative 
total return of the Standard & Poors 500 Index and the Standard & Poors 
Electronic (Semi/Components) Index for a period of five fiscal years.  The 
Company's fiscal year ends on a different day each year because the 
Company's year ends at midnight on the Sunday nearest to March 31 of each 
calendar year.  However, for convenience, the amounts shown below are based 
on a March 31 fiscal year end.  "Total return," for the purpose of this 
graph, assumes reinvestment of all dividends.

Pursuant to Item 304(d)(1) of Regulation S-T, we have submitted this
Performance Graph as a paper copy under cover of Form SE.

							 
           	      COMPENSATION COMMITTEE INTERLOCKS AND 
           	  INSIDER PARTICIPATION IN COMPENSATION DECISIONS

The Company has a Compensation Committee of the Board of Directors, comprised 
of Carl E. Berg and John C. Bolger, both of whom are outside directors.  The 
Stock Option Committee, which makes decisions regarding option grants to 
employees including executive officers, consists of Carl E. Berg and John 
C. Bolger.  Leonard C. Perham, the Chief Executive Officer and a director 
of the Company, assigns the "points" assigned to executive officers (other 
than the Chief Executive Officer) and key employees for purposes of 
determining the amount of the annual cash bonus.

The Company leases its facility in Salinas, California from Carl E. Berg, 
a Nonemployee Director of the Company and a member of the Compensation and 
Stock Option Committees of the Board of Directors.  The current annual rental 
expense is $1,396,000, under a lease agreement that expires in July 1995, 
with options to renew through 2015.


        	   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended April 3, 1994, the Company retained Phillip 
Perham, a contractor and brother of Leonard C. Perham, the Chief Executive 
Officer and a director, as an independent contractor to perform certain 
construction services in connection with improvements and repairs to various 
Company facilities.  The Company paid Phillip Perham an aggregate of 
approximately $177,570 for these services.


   COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 of the Securities Exchange Act of 1934, as amended, requires the 
Company's directors and officers, and persons who own more than 10% of the 
Company's Common Stock to file initial reports of ownership and reports of 
changes in ownership with the SEC and the Nasdaq National Market.  Such 
persons are required by SEC regulation to furnish the Company with copies 
of all Section 16(a) forms that they file.

Based solely on the Company's review of the copies of such forms furnished 
to it and written representations from the executive officers and directors, 
the Company believes that all Section 16(a) filing requirements were met, 
except as follows:  Richard R. Picard, who was appointed Vice President, 
Logic and Microprocessor Products in May 1993, filed his Form 3 late; 
Leonard C. Perham, Chief Executive Officer, filed a Form 4 reporting a 
transaction that took place in 1990 and was not previously reported; and 
Jack Menache, Vice President, General Counsel and Secretary, amended a 
Form 4 to report a transaction that had been omitted from the original 
Form 4.

 
            		APPROVAL OF 1994 STOCK OPTION PLAN

In May 1994 the Board of Directors of the Company unanimously adopted the 
1994 Stock Option Plan (the "1994 Option Plan") and reserved 1,625,000 
shares of Common Stock for issuance under the 1994 Option Plan.  In addition, 
up to 5,000,000 shares of Common Stock issuable upon exercise of stock 
options available for future grant or currently outstanding pursuant to the 
Company's 1985 Option Plan that expire or become unexercisable for any 
reason without having been exercised in full will be available for issuance 
under the 1994 Option Plan.  The 1994 Option Plan is intended to replace 
the 1985 Option Plan, which the Board of Directors has terminated, effective 
upon shareholder approval of the 1994 Option Plan.  Although options granted 
under the 1985 Option Plan before its termination will remain outstanding 
in accordance with their terms, no further options will be granted under 
the 1985 Option Plan after shareholder approval of the 1994 Option Plan.  
As of June 28, 1994, 240,091 shares of Common Stock remained available for 
future grants under the 1985 Option Plan and there were options to purchase 
a total of 4,947,253 shares of Common Stock outstanding under the 1985 
Option Plan.  No shares will be issued pursuant to the 1994 Option Plan 
unless and until shareholder approval of the 1994 Option Plan has been 
obtained.  The closing price of the Company's Common Stock on the Nasdaq 
National Market System on the Record Date was $23.875 per share.

Adoption of the 1994 Option Plan requires the affirmative vote of a majority 
of the shares of the Company's Common Stock present in person or represented 
by a proxy at the Annual Meeting and entitled to vote.  Abstentions have the 
effect of a negative vote, but broker non-votes do not affect the 
calculation.

The Board of Directors recommends that stockholders vote for the approval 
of the 1994 Option Plan.

The principal provisions of the 1994 Option Plan are described below.

DESCRIPTION OF THE 1994 STOCK OPTION PLAN

Purpose.  The purpose of the 1994 Option Plan is to provide incentives to 
attract, retain and motivate eligible persons whose present and potential 
contributions are important to the success of the Company and its affiliates, 
by offering them an opportunity to participate in the Company's future 
performance through awards of stock options.  The Board of Directors 
believes that the use of stock options as a supplement to other forms of 
compensation paid by the Company is desirable to secure for the Company and 
its stockholders the advantages of stock ownership by participants, upon 
whose efforts, initiative and judgment the Company is largely dependent for 
the successful conduct of its business.

Plan Terms.  The 1994 Option Plan provides for the grant of incentive stock 
options ("ISOs") and nonstatutory stock options ("NSOs") to employees of the 
Company and its affiliates and the grant of NSOs to independent contractors, 
consultants and advisors of the Company and its affiliates, including 
directors who are also employees or consultants.  A maximum of 6,625,000 
shares may be issued pursuant to the 1994 Option Plan.  Each optionee will 
be eligible to receive options to purchase up to an aggregate maximum of 
1,000,000 shares of Common Stock per fiscal year under the 1994 Option Plan.  
As of June 28, 1994, there were approximately 1,237 persons eligible to 
receive awards of stock options under the 1994 Option Plan.

The purchase price of the stock covered by all options may not be less than 
100% of the fair market value of the Common Stock on the date the option is 
granted.  The fair market value on the date of grant is defined as the 
closing price of the Common Stock as reported by the Nasdaq National Market 
System on the trading day immediately preceding the date on which the fair 
market value is determined.  If an employee owns more than 10% of the total 
combined voting power of all classes of the Company's stock, the exercise 
price of an ISO must be at least 110% of such fair market value.  If any 
option is forfeited or terminates for any reason before being exercised, 
then the shares of Common Stock subject to such option shall again become 
available for future awards under the 1994 Option Plan.

Plan Administration.  The 1994 Option Plan will be administered, subject to 
its terms, by the Stock Option Committee, whose members are designated by 
the Board of Directors.  The members of the Stock Option Committee, Carl 
E. Berg and John C. Bolger, are "disinterested  persons" within the meaning 
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and "outside directors" within the meaning 
of the Internal Revenue Code of 1986, as amended (the "Code").  Subject to 
the terms and conditions of the 1994 Option Plan, the Stock Option Committee, 
in its discretion, designates those individuals who are to be granted 
options, whether the options will be ISOs or NSOs, the number of shares for 
which an option or options will be awarded, the exercise price of the option, 
the periods during which the option may be exercised and other terms and 
conditions of the option.  The interpretation or construction by the Stock 
Option Committee of any provision of the 1994 Option Plan or of any option 
granted under it is final and binding on all optionees.

Stock Option Agreements.  Each option is evidenced by a written stock option 
agreement adopted by the Stock Option Committee.  Each option agreement 
states when and the extent to which options become exercisable, and the 
agreements need not be uniform.  Options expire ten years after the date 
of grant (five years in the case of an ISO granted to a 10% stockholder), 
or sooner upon an optionee's termination of employment.  With respect to 
options granted as ISOs, option agreements contain such other provisions as 
necessary to comply with Section 422 of the Code.  The exercise price may be 
paid in cash or check or, at the discretion of the Stock Option Committee, 
by delivery of fully paid shares of Common Stock of the Company that have 
been owned by the optionee for more than six months, by waiver of 
compensation, through a "same day sale," through a "margin commitment" or 
by any combination of the foregoing.

Termination of Employment.  Options granted under the 1994 Option Plan 
terminate three months after the optionee ceases to be employed by the 
Company unless (i) the termination of employment is due to permanent and 
total disability, in which case the option may, but need not, provide that 
it may be exercised at any time within 12 months of termination to the 
extent the option was exercisable on the date of termination; (ii) the 
optionee dies while employed by the Company or within three months after 
termination of employment, in which case the option may, but need not, 
provide that it may be exercised at any time within 18 months after death 
to the extent the option was exercisable on the date of death; or (iii) the 
option by its terms specifically provides otherwise.  In no event will an 
option be exercisable after the expiration date of the option.

Amendment and Termination.  The Board of Directors may at any time terminate 
or amend the 1994 Option Plan.  Rights and obligations under any award 
granted before amendment shall not be materially changed or adversely 
affected by such amendment except with the consent of the optionee.  
Amendments to the 1994 Option Plan are subject to the approval of the 
Company's stockholders only to the extent required by applicable laws, 
regulations or rules.  The 1994 Option Plan will continue in effect until 
May 2004, subject to earlier termination by the Board of Directors.

Accelerated Vesting.  In the event of (i) a merger or acquisition in which 
the Company is not the surviving entity (except for a transaction to change 
the state in which the Company is incorporated), (ii) the sale, transfer or 
other disposition of all or substantially all of the assets of the Company 
or (iii) any other corporate reorganization or business combination that is 
not approved by the Board of Directors and in which the beneficial ownership 
of 50% or more of the Company's voting stock is transferred, all options 
outstanding under the 1994 Option Plan shall become fully exercisable 
immediately before the effective date of the transaction.  Options will not 
become fully exercisable, however, if and to the extent that options are 
either to be assumed by the successor corporation or parent thereof or to 
be replaced with a comparable option to purchase shares of the capital stock 
of the successor corporation or parent thereof.  Upon the effective date of 
such transaction, all options outstanding will terminate and cease to be 
exercisable, except to the extent they were previously exercised or assumed 
by the successor corporation or its parent.  In the event of (i) a tender or 
exchange offer that is not recommended by the Company's Board of Directors 
for 25% or more of the Company's voting stock by a person or related group 
of persons other than the Company or an affiliate of the Company or (ii) a 
contested election for the Board of Directors that results in a change in a 
majority of the Board within any period of 24 months or less, all options 
outstanding under the 1994 Option Plan will become fully exercisable 15 days 
following the effective date of such event.  In such event, all options 
outstanding under the 1994 Option Plan will remain exercisable until the 
expiration or sooner termination of the option term specified in the option 
agreement.  Acceleration of the exercisability of options may have the 
effect of depressing the market price of the Company's Common Stock and 
denying stockholders a control premium that might otherwise be paid for 
their shares in such a transaction and may have the effect of discouraging 
a proposal for merger, a takeover attempt or other efforts to gain control 
of the Company.

Adjustments Upon Changes in Capitalization.  If the number of shares of 
Common Stock outstanding is changed by a stock dividend, stock split, 
reverse stock split, recapitalization, subdivision, combination, 
reclassification or similar change in the capital structure of the Company 
without consideration or by certain types of acquisitions of the Company, 
the Stock Option Committee will make appropriate adjustments in the aggregate 
number of securities subject to the 1994 Option Plan and the number of 
securities and the price per share subject to outstanding options.  In the 
event of the proposed dissolution or liquidation of the Company, the Board 
of Directors must notify optionees at least 15 days before such proposed 
action.  To the extent that options have not previously been exercised, 
such options will terminate immediately before consummation of such proposed 
action.

Nontransferability.  The rights of an optionee under the 1994 Option Plan 
are not assignable by such optionee, by operation of law or otherwise, 
except by will or the applicable laws of descent and distribution or in the 
event of an optionee's divorce or dissolution of marriage.  Options granted 
under the 1994 Option Plan are exercisable during the optionee's lifetime 
only by the optionee or the optionee's guardian or legal representative.

FEDERAL INCOME TAX INFORMATION

Incentive Stock Options.  An optionee does not recognize income upon the 
grant of an ISO and incurs no tax on its exercise (unless the optionee is 
subject to the alternative minimum tax described below).  If the optionee 
holds the stock acquired upon exercise of an ISO (the "ISO Shares") for more 
than one year after the date the option was exercised and for more than two 
years after the date the option was granted, the optionee generally will 
realize long-term capital gain or loss (rather than ordinary income or loss) 
upon disposition of the ISO Shares.  This gain or loss will be equal to the 
difference between the amount realized upon such disposition and the amount 
paid for the ISO Shares.  If the optionee disposes of ISO Shares before the 
expiration of either required holding period (a "disqualifying disposition"), 
then gain realized upon such disqualifying disposition, up to the difference 
between the fair market value of the ISO Shares on the date of exercise (or, 
if less, the amount realized on a sale of such ISO Shares) and the option 
exercise price, will be treated as ordinary income.  Any additional gain 
will be long-term or short-term capital gain, depending upon the length of 
time the optionee held the ISO Shares.  The Company will be entitled to a 
deduction in connection with the disposition of ISO Shares only to the 
extent that the optionee recognizes ordinary income on a disqualifying 
disposition of the ISO Shares.

Alternative Minimum Tax.  The difference between the exercise price and fair 
market value of the ISO Shares on the date of exercise of an ISO is an 
adjustment to income for purposes of the alternative minimum tax ("AMT").  
The AMT (imposed to the extent it exceeds the taxpayer's regular tax) is 26% 
of an individual taxpayer's alternative minimum taxable income (28% in the 
case of alternative minimum taxable income in excess of $175,000).  
Alternative minimum taxable income is determined by adjusting regular 
taxable income for certain items, increasing that income by certain tax 
preference items and reducing this amount by the applicable exemption amount 
($45,000 in the case of a joint return, subject to reduction in certain 
circumstances).  If a disqualifying disposition of the ISO Shares occurs in 
the same calendar year as exercise of the ISO, there is no AMT adjustment 
with respect to those ISO Shares.  Also, upon a sale of ISO Shares that is 
not a disqualifying disposition, alternative minimum taxable income is 
reduced in the year of sale by the excess of the fair market value of the 
ISO Shares at exercise over the amount paid for the ISO Shares.

Nonstatutory Stock Options.  An optionee does not recognize any taxable 
income at the time an NSO is granted.  However, upon exercise of an NSO, 
the optionee must include in income as compensation an amount equal to the 
difference between the fair market value of the shares on the date of 
exercise (or, in the case of exercise for stock subject to a substantial 
risk of forfeiture, at the time such forfeiture restriction lapses) and the 
amount paid for that stock upon exercise of the NSO.  In the case of stock 
subject to a substantial risk of forfeiture, if the optionee makes an 83(b) 
election, the included amount must be based on the difference between the 
fair market value on the date of exercise and the option exercise price.  
The included amount must be treated as ordinary income by the optionee and 
will be subject to income tax withholding by the Company.  Upon resale of 
the shares by the optionee, any subsequent appreciation or depreciation in 
the value of the shares will be treated as capital gain or loss.  The 
Company will be entitled to a deduction in connection with the exercise of 
an NSO by a domestic optionee to the extent that the optionee recognizes 
ordinary income and the Company withholds tax.

      	      APPROVAL OF 1994 DIRECTORS STOCK OPTION PLAN

In May 1994 the Board of Directors of the Company unanimously adopted the 
1994 Directors Stock Option Plan (the "1994 Directors Plan") and reserved 
54,000 shares of Common Stock for issuance under the 1994 Directors Plan, 
including 4,000 shares of Common Stock available for future grant under the 
Company's 1989 Option Plan.  The 1994 Directors Plan is intended to replace 
the 1989 Option Plan, which the Board of Directors has terminated, effective 
upon shareholder approval of the 1994 Directors Plan.  See "Election of 
Directors -- Director Compensation."  Accordingly, Nonemployee Directors 
who received Standard Options, as defined below, under the 1989 Option Plan 
will not again be eligible for Standard Options under the 1994 Directors 
Plan for initial appointment to the Board of Directors or the Audit Committee 
unless such Nonemployee Director resigns and is later reappointed.  Although 
options granted under the 1989 Option Plan before its termination will remain 
outstanding in accordance with their terms, no further options will be 
granted under the 1989 Option Plan after shareholder approval of the 1994 
Directors Plan.  No shares will be issued pursuant to the 1994 Directors 
Plan unless and until shareholder approval of the 1994 Directors Plan has 
been obtained.

Adoption of the 1994 Directors Plan requires the affirmative vote of a 
majority of the shares of the Company's Common Stock present in person or 
represented by a proxy at the Annual Meeting and entitled to vote.  
Abstentions have the effect of a negative vote, but broker non-votes do not 
affect the calculation.

The Board of Directors recommends that stockholders vote for the approval 
of the 1994 Directors Plan.

The principal provisions of the 1994 Directors Plan are described below.

DESCRIPTION OF THE 1994 DIRECTORS STOCK OPTION PLAN

Purpose.  The purpose of the 1994 Directors Plan is to provide equity 
incentives for Nonemployee Directors by granting them options to purchase 
shares of the Company's Common Stock.

Eligibility.  The 1994 Directors Plan provides for the grant of NSOs to 
members of the Board of Directors of the Company who are not employees of 
the Company or any parent, subsidiary or affiliate of the Company (as such 
terms are defined in the 1994 Directors Plan).  As of June 28, 1994, there 
were three persons eligible to receive awards of stock options under the 
1994 Directors Plan.

Plan Administration.  The 1994 Directors Plan will be administered, subject 
to its terms, by the Board of Directors.

Terms of Options.  Each option granted under the 1994 Directors Plan must be 
evidenced by a written stock option agreement between the Company and the 
optionee.  Under the 1994 Directors Plan, each Nonemployee Director will be 
granted an option to purchase 16,000 shares of the Company's Common Stock on 
the date of such director's first election or appointment to the Board of 
Directors.  In addition, the Nonemployee Director who Chairs the Audit 
Committee of the Board of Directors will be granted an option to purchase 
4,000 shares of the Company's Common Stock on the date of such director's 
first election or appointment to such position ("Standard Option").  
Nonemployee Directors who received Standard Options under the 1989 Option 
Plan will not again be eligible for Standard Options under the 1994 
Directors Plan for initial appointment to the Board of Directors or the 
Audit Committee unless such Nonemployee Director resigns and is later 
reappointed.  Each year during the term of the 1994 Directors Plan, each 
Nonemployee Director who remains eligible as described below, will be 
granted a fourever stock option to purchase 4,000 shares and an additional 
1,000 shares if the optionee is also Chair of the Audit Committee of the 
Board of Directors ("Fourever Option").  The grant of the Fourever Options 
will be made on the anniversary date of the optionee's receipt of the 
Standard Option pursuant to the 1994 Directors Plan.

To remain eligible for the grant of a Fourever Option under the 1994 
Directors Plan, an optionee must, on each such anniversary date, (i) not 
have given notice to the Company that such director will not stand for 
re-election as a member of the Board of Directors at the annual meeting of 
the Company's stockholders following expiration of such director's term; 
(ii) not have received notice from the Board of Directors that such director 
will not be nominated for election as a member of the Board of Directors at 
such meeting; and (iii) in the case of the Chair of the Audit Committee of 
the Board of Directors, (a) not have given notice to the Company that such 
director intends to resign as Chair of the Audit Committee and (b) not have 
received notice from the Board of Directors that such director will be 
replaced as Chair of the Audit Committee.  Options granted under the 1994 
Directors Plan are subject to the following terms and conditions:

(a)     Exercise of Options.  Each Standard Option will become exercisable 
       	in cumulative increments of 25% per year, commencing on the first 
       	anniversary of the date of grant.  Each Fourever Option will become 
       	exercisable in full on the fourth anniversary of the date of grant.  
       	Options, or any exercisable portion thereof, may be exercised only 
       	by giving written notice to the Company, accompanied by payment of 
       	the exercise price for the number of shares being purchased.  The 
       	exercise price may be paid in cash or check or by delivery of fully 
       	paid shares of Common Stock of the Company that have been owned by 
       	the optionee for more than six months, through a "same day sale," 
       	through a "margin commitment" or by any combination of the foregoing.

(b)     Exercise Price.  The purchase price of the stock covered by all 
       	options may not be less than 100% of the fair market value of the 
       	Common Stock on the date the option is granted.  The fair market 
       	value on the date of grant is defined as the closing price of the 
       	Common Stock as reported by the Nasdaq National Market System on the 
       	trading day immediately preceding the date on which the fair market 
       	value is determined.  If any option is forfeited or terminates for 
       	any reason before being exercised, then the shares of Common Stock 
       	subject to such option shall again become available for future awards 
       	under the 1994 Directors Plan.

(c)     Expiration of Options.  Under the 1994 Directors Plan, options are 
       	exercisable for 10 years.  If an optionee ceases to be a Nonemployee 
       	Director of the Company, the optionee generally has three months (or 
       	12 months in the case of the optionee's death or disability) to 
       	exercise any options exercisable at the time the optionee ceases to 
       	be a Nonemployee Director.  In no event will an option be exercisable 
       	after the expiration date of the option.

(d)     Nontransferability.  The rights of an optionee under the 1994 
       	Director Plan are not assignable by such optionee, by operation of 
       	law or otherwise, except by will or the applicable laws of descent 
       	and distribution or in the event of an optionee's divorce or 
       	dissolution of marriage.  Options granted under the 1994 Directors 
       	Plan are exercisable during the optionee's lifetime only by the 
       	optionee or the optionee's guardian or legal representative.

Amendment and Termination.  The Board of Directors may at any time terminate 
or amend the 1994 Directors Plan.  Rights and obligations under any award 
granted before amendment shall not be materially changed or adversely 
affected by such amendment except with the consent of the optionee.  
Amendments to the 1994 Directors Plan to increase the number of shares 
available for issuance or change the class of persons eligible to receive 
options under the 1994 Directors Plan are subject to the approval of the 
Company's stockholders.  Further, the provisions of the 1994 Directors Plan 
relating to eligibility and the terms and conditions of the options granted 
under the 1994 Directors Plan shall not be amended more than once every six 
months, other than to comport with changes in the Code.  The 1994 Directors 
Plan will continue in effect until May 2004, subject to earlier termination 
by the Board of Directors.

Accelerated Vesting.  In the event of (i) a dissolution or liquidation of 
the Company; (ii) a merger in which the Company is not the surviving 
corporation or the sale of substantially all of the assets of the Company, 
(iii) any other transaction that qualifies as a "corporate transaction" 
under Section 424 of the Code wherein the stockholders of the Company give 
up all of their equity interest in the Company or (iv) a change in the 
composition of the Board of Directors of the Company by reason of a 
contested election such that a majority of the Board members cease to be 
comprised of individuals who have been members of the Board of Directors 
immediately before such change, then all options outstanding under the 1994 
Directors Plan shall become fully exercisable before the effective date of 
such event at such times and on such conditions as the Board of Directors 
determines.  In such event, all options outstanding under the 1994 Directors 
Plan will remain exercisable until the expiration or sooner termination of 
the option term specified in the option agreement.  Acceleration of the 
exercisability of options may have the effect of depressing the market 
price of the Company's Common Stock and denying stockholders a control 
premium that might otherwise be paid for their shares in such a transaction 
and may have the effect of discouraging a proposal for merger, a takeover 
attempt or other efforts to gain control of the Company.

Adjustments Upon Changes in Capitalization.  If the number of shares of 
Common Stock outstanding is changed by a stock dividend, stock split, 
reverse stock split, combination, reclassification or similar change in the 
capital structure of the Company without consideration, the number of shares 
of Common Stock available under the 1994 Directors Plan and the number of 
shares of Common Stock subject to outstanding options and the exercise price 
per share of such options will be proportionately adjusted.

FEDERAL INCOME TAX INFORMATION

For information on the federal income tax implications to Nonemployee 
Directors and the Company of options granted under the 1994 Directors Plan, 
see "Approval of 1994 Stock Option Plan -- Federal Income Tax Information -- 
Nonstatutory Stock Options."

                     			     NEW PLAN BENEFITS

The grant of options under the 1994 Option Plan is within the discretion of 
the Stock Option Committee.  For this reason, the options to be granted to 
officers and key employees under the 1994 Option Plan are not determinable.

The grant of options under the 1994 Directors Plan is not discretionary.  
The exercise price of options to be granted in the future under the 1994 
Directors Plan is unknown, as the exercise price is equal to fair market 
value on the date of grant.  The following table sets forth the grant of 
options to be received under the 1994 Directors Plan by (i) the named 
executive officers, (ii) all current executive officers as a group, (iii) 
all current directors who are not executive officers as a group, and (iv) 
all employees, including all officers who are not executive officers, as a 
group.

1994 DIRECTORS PLAN BENEFITS

Name and Position                            Number of Shares
_________________                            ________________

Leonard C. Perham
Chief Executive Officer                              0

William B. Cortelyou
Vice President, Wafer Operations                     0

Alan H. Huggins  
Vice President, Memory Division                      0

Chuen-Der Lien
Vice President, Technology Development               0

Richard R. Picard
Vice President, Logic & Microprocessor Products      0

All current executive officers as a group
(11 persons)                                         0

All current directors who are not executive  
  officers as a group (3 persons)                  13,000
  
All employees, including officers who are not  
  executive officers, as a group                     0
  
      	  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Price Waterhouse as the independent 
auditors of the Company for fiscal 1995.  At the Annual Meeting, the 
stockholders will be asked to ratify such appointment.  A representative 
of Price Waterhouse will attend the Annual Meeting and will be given the 
opportunity to make a statement and to answer questions.

      STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

Proposals of stockholders that are intended to be presented by such 
stockholders at the Company's 1995 Annual Meeting must be received by the 
Company no later than March 17, 1995.

                             				OTHER MATTERS

The Company knows of no other matters to be submitted to the Annual Meeting.  
However, if any other matters properly come before the Annual Meeting or any 
adjournment or postponement thereof, it is the intention of the persons named 
in the enclosed form of Proxy to vote the shares they represent as the Board 
of Directors may recommend.

                           				       By Order of the Board of Directors


                           				       Jack Menache
                           				       Secretary


Dated:  July 15, 1994
Santa Clara, California
	







               		  INTEGRATED DEVICE TECHNOLOGY, INC.
       	     2975 Stender Way, Santa Clara, California 95054

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTEGRATED
DEVICE TECHNOLOGY, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS ON
THURSDAY, AUGUST 25, 1994.

     The undersigned hereby appoints LEONARD C. PERHAM, JACK MENACHE, and
each of them, as Proxies, with the powers the undersigned would have if     
personally present and with power to appoint his substitute, and hereby 
authorizes him to represent and to vote, as designated below, all the
shares of Integrated Device Technology, Inc. held of record by the 
undersigned on June 28, 1994 at the Annual Meeting of Stockholders to be
held on Thursday, August 25, 1994, at 9:30 a.m. local time at 2670 Seeley
Road, San Jose, California 95134, or any adjustment or postponement 
thereof, upon all subjects which may come before the meeting including
the matters described in the Proxy Statement furnished herewith.

     IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEE FOR DIRECTOR, FOR APPROVAL OF THE ADOPTION OF THE 1994 STOCK     
OPTION PLAN, FOR APPROVAL OF THE ADOPTION OF THE 1994 DIRECTORS STOCK OPTION
PLAN AND FOR THE RATIFICATION OF PRICE WATERHOUSE AS THE INDEPENDENT 
AUDITORS.  IN THE EVENT THAT THE NOMINEE FOR DIRECTOR IS UNABLE OR
DECLINES TO SERVE AS A DIRECTOR, THIS PROXY WILL BE VOTED FOR ANY NOMINEE
WHO SHALL BE DESIGNATED BY THE PRESENT BOARD OF DIRECTORS.  THIS PROXY WILL
ALSO BE VOTED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

     PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
     ENCLOSED ENVELOPE.

                                                 						      SEE REVERSE
                                                 						      SIDE BELOW

X    Please mark votes
     as in this example.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.

WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.

1.  Election of Director - Class 1, for a three-year term to expire at the
    1997 Annual Meeting of Stockholders.

    Nominee: Leonard C. Perham

	      FOR          WITHHELD
	      
	      _______      _______



					FOR     AGAINST    ABSTAIN

2.  Approval of the adoption of         
    the 1994 Stock Option Plan.       _______   _______    _______ 

3.  Approval of the adoption of
    the 1994 Directors Stock 
    Option Plan.                      _______   _______    _______

4.  Ratification of Price Water-
    house as the independent
    auditors.                         _______   _______    _______


When shares are held by joint tenants, both should sign.  When signing as
attorney, executor, administrator, trustee, or guardian, please give full 
title as such.  If a corporation, please sign in full corporate name by 
President or other authorized officer.  If a partnership, please sign in 
partnership name by authorized person.


    MARK HERE FOR ADDRESS CHANGE
    AND NOTE AT LEFT                  ________       
    
    Please sign exactly as name appears at left.


Signature ____________________________________ Date ____________________
Signature ____________________________________ Date ____________________