SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934
                                (Amendment no. 1)


Filed by the Registrant    [X]
Filed by a party other than the Registrant   [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement           [ ]  Confidential, for Use of the
[X]  Definitive Proxy Statement                 Commission Only (as permitted by
[ ]  Definitive Additional Materials            Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                       INTEGRATED DEVICE TECHNOLOGY, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of filing fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


(1)  Title of each class of securities to which transactions applies:

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(2)  Aggregate number of securities to which transactions applies:

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(3)   Per unit price or other underlying value of transaction  computed pursuant
      to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
      calculated and state how it was determined):

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(4)   Proposed maximum aggregate value of transaction:

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(5)   Total fee paid:

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[ ]   Fee paid previously with preliminary materials.
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[ ]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

(1)   Amount previously paid:

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<PAGE>


                       INTEGRATED DEVICE TECHNOLOGY, INC.

                                ----------------


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 22, 2000

                                ----------------


    Notice is hereby given that the 2000 Annual Meeting of the Stockholders (the
"Annual Meeting") of Integrated Device Technology,  Inc., a Delaware corporation
(the "Company"), will be held on Friday, September 22, 2000, at 9:30 a.m., local
time,  at the  Santa  Clara  Marriott  Hotel  located  at 2700  Mission  College
Boulevard, Santa Clara, California, for the following purposes:

    1.   To elect one Class I director  for a term to expire at the 2003  Annual
         Meeting of Stockholders;

    2.   To approve an  amendment  to the  Company's  1994 Stock  Option Plan to
         extend the term of the Plan from May 3, 2004 to July 26, 2010;

    3.   To approve an amendment to the Company's  Certificate of  Incorporation
         to increase  the  authorized  number of shares  issuable by the Company
         from 210,000,000 to 360,000,000;

    4.   To ratify the selection of PricewaterhouseCoopers  LLP as independent
         accountants of the Company for fiscal 2001; 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 July  26,  2000 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 31, 2000

                                    By Order of the Board of Directors



                                    Jerry Fielder
                                    Secretary


PLEASE SIGN AND DATE THE  ENCLOSED  PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. YOUR VOTE IS IMPORTANT.




<PAGE>
                                     [LOGO]


                       INTEGRATED DEVICE TECHNOLOGY, INC.
                                2975 Stender Way
                          Santa Clara, California 95054
                                 (408) 727-6116

                              --------------------

                       2000 ANNUAL MEETING OF STOCKHOLDERS
                                 PROXY STATEMENT

                              --------------------

                                  July 31, 2000

    The  accompanying  proxy is solicited on behalf of the Board of Directors of
Integrated Device Technology,  Inc., a Delaware corporation (the "Company"), for
use at the Annual Meeting of Stockholders  (the "Annual  Meeting") to be held on
Friday,  September 22, 2000 at 9:30 a.m.,  local time, or at any  adjournment or
postponement  thereof.  The  Annual  Meeting  will be held  at the  Santa  Clara
Marriott  Hotel  located  at  2700  Mission  College  Boulevard,   Santa  Clara,
California  95054.  Only holders of record of the Company's  Common Stock at the
close of business on July 26, 2000 (the  "Record  Date") are  entitled to notice
of, and to vote at, the Annual  Meeting.  On the Record  Date,  the  Company had
104,102,707  shares of Common Stock outstanding and entitled to vote. A majority
of such shares,  present in person or  represented by proxy,  will  constitute a
quorum  for  the   transaction  of  business.   This  Proxy  Statement  and  the
accompanying  form of proxy were first mailed to  stockholders  on or about July
31, 2000.  An annual  report for the fiscal year ended April 2, 2000 is enclosed
with this Proxy Statement.

                    VOTING RIGHTS AND SOLICITATION OF PROXIES

    Holders of the  Company's  Common  Stock are  entitled  to one vote for each
share  held  as of the  above  record  date,  except  that  in the  election  of
directors,  each  stockholder has cumulative  voting rights and is entitled to a
number  of  votes  equal  to the  number  of  shares  held by  such  stockholder
multiplied by the number of directors to be elected. At the Annual Meeting, only
one director is to be elected.

    The  director  will be elected by a plurality  of the votes of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of the director.  Proposal Nos. 2, 3 and 4 each
require for  approval the  affirmative  vote of the majority of shares of Common
Stock  present  in person or  represented  by proxy at the  Annual  Meeting  and
entitled to vote on such proposals. All votes will be tabulated by the inspector
of election appointed for the Annual Meeting who will separately  tabulate,  for
each proposal, affirmative and negative votes, abstentions and broker non-votes.
Abstentions will be counted towards a quorum and the tabulation of votes cast on
proposals  presented  to the  stockholders  and will  have the  same  effect  as
negative  votes.  Broker  non-votes will be counted towards a quorum but are not
counted for any purpose in determining whether a matter has been approved.

    The expenses of soliciting proxies to be voted at the Annual Meeting will be
paid by the Company.  Following  the  original  mailing of the proxies and other
soliciting materials,  the Company and/or its agents may also solicit proxies by
mail,  telephone,  telegraph  or in person.  The  Company  has  retained a proxy
solicitation firm,  Skinner & Co., Inc., to aid it in the solicitation  process.
The Company will pay that firm a fee equal to $5,000,  plus expenses.  Following
the original mailing of the proxies and other soliciting materials,  the Company
will request that brokers, custodians,  nominees and other record holders of the
Company's  Common  Stock  forward  copies  of the  proxy  and  other  soliciting
materials  to  persons  for whom they hold  shares of Common  Stock and  request
authority for the exercise of proxies. In such cases, the Company,  upon request
of the  record  holders,  will  reimburse  such  holders  for  their  reasonable
expenses.

                                       3


<PAGE>

                             REVOCABILITY OF PROXIES

    Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the  Annual  Meeting  or at the  Annual  Meeting
prior to the vote pursuant to the proxy. A proxy may be revoked by (i) a writing
delivered to the Company stating that the proxy is revoked, (ii) by a subsequent
proxy that is signed by the person who signed the earlier proxy and is presented
at the Annual Meeting or (iii) by attendance at the Annual Meeting and voting in
person.  Please note, however, that if a stockholder's shares are held of record
by a broker,  bank or other nominee and that  stockholder  wishes to vote at the
Annual Meeting,  the stockholder  must bring to the Annual Meeting a letter from
the broker,  bank or other  nominee  confirming  that  stockholder's  beneficial
ownership of the shares.


                      PROPOSAL NO. 1 - ELECTION OF DIRECTOR

    The Board of Directors  currently  consists of four members and one vacancy,
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 2003  Annual  Meeting of
Stockholders or until a successor has been elected and qualified.  The remaining
three  directors  will continue to serve for the terms as set forth in the table
below.

    Jerry G. Taylor has been  nominated by the Board of Directors to continue to
serve as a Class I director.

    Shares  represented by the accompanying proxy will be voted for the election
of the nominee  recommended by the Board of Directors unless the proxy is marked
in such a manner  so as to  withhold  authority  to vote.  In the  event  that a
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 its Bylaws. The Board of
Directors has no reason to believe that the nominee will be unable to serve.

Directors/Nominee


<TABLE>
    The names of the nominee and the other directors of the Company, and certain
information about them, as of July 26, 2000 are set forth below:
<CAPTION>

Name                                           Age      Principal Occupation                         Director Since
----                                           ---      --------------------                         --------------
<S>                                             <C>     <C>                                               <C> 
Class I Director -- Term expiring
at the 2000 Annual Meeting:

Jerry G. Taylor                                 51      Chief Executive Officer and President of          1999
                                                        the Company

Class II Directors - Term expiring
at the 2001 Annual Meeting:

Federico Faggin(1)(2)                           58      Chairman of the Board of Directors of             1992
                                                        Synaptics, Inc.

John C. Bolger(1)(2)                            53      Private investor, Corporate Director              1993

Class III Director - Term expiring
at the 2002 Annual Meeting:

Carl E. Berg                                    63      Partner, Berg & Berg Industrial                   1982
                                                        Developers
<FN>
---------------
(1)  Member of the Compensation and Stock Option Committee.
(2)  Member of the Audit Committee.
</FN>
</TABLE>



    Mr. Taylor  joined the Company as Vice  President,  Memory  Products in June
1996,  and was  elected  Executive  Vice  President,  Manufacturing  and  Memory
Products,  in January 1998. Mr. Taylor became President and was appointed to the
Board of  Directors  in July  1999.  He was named  Chief  Executive  Officer  in
December  1999.  Prior to joining  the  Company,  Mr.  Taylor  held  engineering
positions at Mostek, Fairchild Semiconductor,


                                       4


<PAGE>

Benchmarq Microelectronics,  Plano ISD and Lattice Semiconductor. Mr. Taylor was
with Benchmarq  Microelectronics  from 1987 to 1992, with Plano ISD from 1993 to
1995 and with Lattice Semiconductor from April 1995 through June 1996.

    Mr.  Faggin has been a director of the Company  since  1992.  Mr.  Faggin is
Chairman of the Board of Directors of  Synaptics,  Inc., a computer  peripherals
and  software  company,  and  since  1986 he has  held  various  positions  with
Synaptics,  including President,  Chief Executive Officer and director.  He is a
director of Aptix, Inc., BOPS, Inc., Foveon,  Inc.,  GlobeSpan,  Inc. and Avanex
Corporation.

    Mr. Bolger has been a director of the Company since 1993.  For the past five
years, Mr. Bolger has been a private investor and is a retired Vice President of
Finance and  Administration  of Cisco Systems,  Inc. Mr. Bolger is a director of
Mission West  Properties,  Inc.,  Sanmina  Corporation,  TCSI  Corporation,  JNI
Corporation and Wind River Systems, Inc.

    Mr. Berg has been a director of the Company since 1982.  Mr. Berg has been a
partner of Berg & Berg Developers, a real estate development partnership,  since
1979.  He is a director of Mission  West  Properties,  Inc.,  Systems  Research,
Valence Technology, Inc. and Videonics, Inc.

Board Meetings and Committees

    The Board of Directors of the Company held a total of thirteen (13) meetings
and acted by unanimous  written  consent  three (3) times during the fiscal year
ended April 2, 2000. The Board of Directors  also has a  Compensation  and Stock
Option  Committee  and an  Audit  Committee,  but  does  not  have a  Nominating
Committee or any committee performing this function.

    The  Compensation  and  Stock  Option  Committee,  composed  of two  outside
non-employee directors,  Messrs. Bolger and Faggin,  determines the salaries and
incentive  compensation  for executive  officers,  including the Chief Executive
Officer and key personnel,  and  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.  Mr.  Bolger  is  Chair of the
Compensation  and Stock  Option  Committee.  The  Compensation  and Stock Option
Committee  held  three (3)  meetings  during  fiscal  2000 and acted by  written
consent twelve (12) times.

    The Audit  Committee,  composed  of Messrs.  Bolger and  Faggin,  recommends
engagement of the Company's independent accountants and is primarily responsible
for approving the services  performed by the Company's  independent  accountants
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 four (4) meetings during fiscal 2000.

    Each director  attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors  and the total number of meetings held by all
committees on which such director served during fiscal 2000.

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 quarterly board meeting attended (except  telephone  meetings),
$1,000 per additional  board meeting attended  (except  telephone  meetings) and
$500 per committee  meeting attended if not conducted on the same day as a Board
meeting.

    Each non-employee director is initially granted an option to purchase 20,000
shares of the Company's Common Stock on the date of such non-employee director's
first  election or  appointment  to the Board.  In  addition,  the  non-employee
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 non-employee director's first election or appointment as Chair of the Audit
Committee.  Initial  grants  which have been  granted in or prior to fiscal 1999
vest 25% per year  commencing  on the  first  anniversary  date of the grant and
expire ten years after issuance. Initial option grants to non-employee directors
after fiscal 1999 will have a term of seven years and become  exercisable  as to
25% of the shares  subject to such options on the first  anniversary of the date
of grant, and then as to 1/36 of the shares each month thereafter.

                                       5


<PAGE>

    Annually after receipt of the initial grant, each  non-employee  director is
granted an option to purchase 5,000 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.  The  annual  grant  for the  Chair of the Audit
Committee  is made on the  anniversary  of his or her  election  to Chair of the
Audit Committee. The annual grants for the other non-employee directors are made
each year on the date of the Company's  annual meeting of  stockholders.  Annual
option grants in or prior to fiscal 1999 become fully exercisable four (4) years
after the date of the  grant and  expire  ten (10)  years  after the date of the
Grant.  Options  granted  after  fiscal  1999 have a term of seven (7) years and
become  exercisable as to 25% of the shares subject to such options on the first
anniversary  of the date of grant,  and then as to 1/36 of the remaining  shares
each month thereafter.



 
                THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF
                             THE NOMINATED DIRECTOR





      PROPOSAL NO. 2 - APPROVAL OF AMENDMENT TO THE 1994 STOCK OPTION PLAN

    Stockholders  are being asked to approve an amendment to the Company's  1994
Stock  Option Plan (the "1994  Option  Plan") to extend the current  term of the
1994 Option Plan from May 3, 2004 to July 26,  2010.  The Board of  Directors of
the Company approved the proposed amendment  described above on July 26, 2000 to
be effective upon stockholder approval.

    Below is a summary  of the  principal  provisions  of the 1994  Option  Plan
assuming  approval of the above  amendment,  which  summary is  qualified in its
entirety by reference to the full text of the 1994 Option Plan.

1994 Option Plan History

    In May 1994,  the Board of Directors of the Company  adopted the 1994 Option
Plan and on August 25, 1994, it was approved by the stockholders of the Company.
3,250,000 shares of Common Stock were originally reserved for issuance under the
1994 Option Plan. In May 1995,  the Board of Directors  approved an amendment to
the 1994 Option  Plan to increase  the number of shares  reserved  for  issuance
thereunder to 7,250,000,  and on August 24, 1995 the stockholders of the Company
approved  the  amendment.  In April  1996,  the Board of  Directors  approved an
amendment to the 1994 Option Plan to increase the number of shares  reserved for
issuance  thereunder to 10,750,000,  and on August 28, 1996 the  stockholders of
the  Company  approved  the  amendment.  In April 1997,  the Board of  Directors
approved an  amendment  to the 1994 Option Plan to increase the number of shares
reserved  for  issuance  thereunder  to  13,500,000,  and on August 28, 1997 the
stockholders  of  the  Company  approved  the  amendment.  In  addition,  up  to
10,000,000  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 are available for issuance  under the 1994 Option
Plan.  The 1994 Option Plan was intended to replace the 1985 Option Plan,  which
the Board of Directors  terminated upon stockholder  approval of the 1994 Option
Plan.  The Board of  Directors  further  amended  the 1994 Stock  Option Plan in
January 2000 as it relates to accelerated vesting for non-employee  directors in
the event of a change of control as described in detail 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.


                                       6



<PAGE>


    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.
As of July 26, 2000, 4,710,832 shares were available for issuance 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 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 is administered,  subject to its
terms,  by the  Compensation  and Stock  Option  Committee,  whose  members  are
designated by the Board of Directors.  The members of the Compensation and Stock
Option  Committee,  John  C.  Bolger  and  Federico  Faggin,  are  "non-employee
directors"  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 Section  162(m) 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  Compensation and 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 Compensation and 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 not more than 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 Compensation and
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 due or accrued to an optionee for services  rendered,  through a
"same day sale" or "margin  commitment" with a broker-dealer that is a member of
the National  Association of Securities  Dealers,  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 (assuming approval of the proposed amendment) until July
26, 2010, subject to earlier termination by the Board of Directors.


                                       7




<PAGE>



    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. In the event of (i) a dissolution or liquidation of the Company, (ii)
a merger in which the Company is not the surviving corporation,  (iii) a sale of
substantially  all of the Company's  assets,  (iv) any other  transaction  which
qualifies as a "corporate transaction" under Section 424 of the Code wherein the
Company's  stockholders  give up all of their equity  interest in the Company or
(v) a change  in the  composition  of the  Board of  Directors  by  reason  of a
contested  election  in  which a  majority  of the  Board  of  Directors  is not
comprised of those  individuals who were members of the Board of Directors prior
to such  election,  then all  outstanding  options  under the 1994  Option  Plan
granted to  non-employee  directors  shall become  fully vested and  exercisable
prior to the consummation of such event, at such times and on such conditions as
the Compensation and Stock Option Committee  determines.  However,  in the event
that the Board of Directors  receives  notice from the  Securities  and Exchange
Commission  that such  accelerated  vesting  for  non-employee  directors  would
preclude  pooling of interests  accounting  treatment for any proposed  business
combination,  and the  Board  of  Directors  desires  such  treatment,  then the
provisions allowing such accelerated vesting shall be null and void.

    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  Compensation  and 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.


                                       8


<PAGE>



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 generally
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.

 
                 THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT
                     TO THE COMPANY'S 1994 STOCK OPTION PLAN

                                       9


<PAGE>



           PROPOSAL NO. 3 - AMENDMENT TO CERTIFICATE OF INCORPORATION

    On July 26, 2000, the Board of Directors approved an amendment to Article 4,
Section 4.1 of our  Certificate  of  Incorporation  to increase  the  authorized
number of shares of Common Stock from 200,000,000 to 350,000,000 shares, subject
to stockholder approval of the amendment.  The text of Article 4, Section 4.1 as
so amended is set forth in Appendix A hereto.

    Presently,  the Company's  capital stock consists of  200,000,000  shares of
Common Stock,  par value $0.001 per share,  and  10,000,000  shares of Preferred
Stock,  par value $0.001 per share. As of July 26, 2000,  104,102,707  shares of
Common Stock were issued and outstanding and 15,350,943 shares were reserved for
issuance upon exercise of outstanding  options,  leaving the Company  80,546,350
shares of Common Stock available for issuance.  There are no shares of Preferred
Stock outstanding. The proposed increase in the number of shares of Common Stock
will not change the number of shares of stock  outstanding  or the rights of the
holders of such stock. Stockholders do not have preemptive rights to acquire the
Common Stock authorized by this amendment.

    The  proposed  increase in the number of  authorized  shares of Common Stock
from  200,000,000  to  350,000,000  would  result  in  additional  shares  being
available  for  issuance  from  time to time  for  corporate  purposes  (such as
possible stock splits,  stock  dividends,  acquisitions  of companies or assets,
sales of stock or  securities  convertible  into stock,  stock  options or other
employee  benefit  plans).  The Company  believes that the  availability  of the
additional shares will provide it with the flexibility to meet business needs as
they arise,  to take  advantage of favorable  opportunities  and to respond to a
changing corporate environment.  Although the Company believes it is in the best
interests of the  stockholders  for the Company to have the flexibility to issue
additional shares of Common Stock in any or all of the above circumstances,  the
issuance of  additional  shares of Common  Stock  could,  in certain  instances,
discourage  an  attempt by  another  person or entity to acquire  control of the
Company.  The issuance of additional Common Stock,  whether or not in connection
with a contest for control  could dilute the voting  power of each  stockholder,
and may  dilute  earnings  and book  value on a per  share  basis.  The  Company
presently has no specific plans,  arrangements or understandings with respect to
the issuance of these additional shares, if authorized.

    If  the  stockholders  approve  the  amendment,  the  Company  will  file  a
Certificate of Amendment of its Certificate of Incorporation  with the Secretary
of State of the State of Delaware.

 
        THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT TO THE COMPANY'S

                          CERTIFICATE OF INCORPORATION



                  PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF
                             INDEPENDENT ACCOUNTANTS

    The  Board of  Directors  has  appointed  PricewaterhouseCoopers  LLP as the
Company's independent  accountants for the fiscal year ending April 1, 2001, and
the    stockholders    are    being    asked   to   ratify    such    selection.
PricewaterhouseCoopers  LLP  has  been  engaged  as  the  Company's  independent
accountants  since  1993.  Representatives  of  PricewaterhouseCoopers  LLP  are
expected to be present at the Annual  Meeting,  and will be given an opportunity
to make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions.

 
   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF SELECTION OF
       PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS

                                       10


<PAGE>


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


<TABLE>
    The  following  table sets forth certain  information,  as of July 26, 2000,
with respect to the beneficial  ownership of the Company's  Common Stock by: (a)
each  director  and  nominee;  (b) each Named  Executive  Officer  (as set forth
below); and (c) all current officers and directors as a group.
<CAPTION>


                                               SECURITY OWNERSHIP


                                                                   Shares                      Percentage of
Name and Address of Beneficial Owner                      Beneficially Owned(1)(2)         Beneficial Ownership
------------------------------------                      ------------------------         --------------------

<S>                                                         <C>                                    <C>
5% Shareholders
J
. & W. Seligman & Co. Incorporated                         5,473,140                              5.3%

Non-Employee Directors

Carl E. Berg(4)....................................         2,022,031                              1.9%
Federico Faggin(5).................................            52,000                               *
John C. Bolger(6)..................................            15,000                               *


Named Executive Officers
Jerry G. Taylor(7).................................           283,436                               *
Chuen-Der Lien(8)..................................           185,566                               *
Mike Hunter(9).....................................           114,624                               *
Alan Krock(10)......................................           44,565                               *
Bill Franciscovich (11)............................            35,486                               *

Leonard C. Perham(12)..............................           139,807                               *

All current Executive Officers
and Directors as a Group (11 persons)(13)(14)......         3,024,211                              2.9%

<FN>
----------------------
*    Less than 1%.

(1)  Unless  otherwise  indicated  below,  the Company believes that the persons
     named in the table have sole voting and sole investment  power with respect
     to all shares of Common Stock shown in the table to be  beneficially  owned
     by them,  subject  to  community  property  laws where  applicable.  Unless
     otherwise  indicated  below,  the address of the named  beneficial owner is
     that of the Company.

(2)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired by such person  within 60 days upon the exercise of options.  Each
     stockholder's  percentage  ownership is determined by assuming that options
     that are held by such person  (but not those held by any other  person) and
     that are exercisable within 60 days of July 26, 2000, have been exercised.

(3)  Represents shares  beneficially owned by J.& W. Seligman & Co. Incorporated
     ("Seligman"),  an  institutional  investment  manager.  This information is
     obtained from a form 13F dated June 30, 2000 and filed with the SEC on July
     20, 2000 by Seligman.  Seligman reported shared  investment  discretion and
     shared voting power over 5,473,140 shares.  Seligman's  principal  business
     office is located at 100 Park Avenue, New York, New York 10017.

(4)  Represents  2,002,031  shares  beneficially  owned by Mr.  Berg and  20,000
     shares subject to options exercisable within 60 day of July 26, 2000.

(5)  Includes  52,000 shares  subject to options  exercisable  within 60 days of
     July 26, 2000.

(6)  Includes  15,000 shares  subject to options  exercisable  within 60 days of
     July 26, 2000.

(7)  Includes  283,436 shares subject to options  exercisable  within 60 days of
     July 26, 2000.

(8)  Represents 7,574 shares  beneficially  owned by Mr. Lien, 2,700 shares held
     of  record  by Mr.  Lien's  son  and  175,292  shares  subject  to  options
     exercisable within 60 days of July 26, 2000.

(9)  Represents 2,000 shares beneficially owned by Mr. Hunter and 112,624 shares
     subject to options exercisable within 60 days of July 26, 2000.

(10) Represents 1,864 shares  beneficially  owned by Mr. Krock and 42,701 shares
     subject to options exercisable within 60 days of July 26, 2000.

(11) Represents 5,247 shares beneficially owned by Mr.  Franciscovich and 30,239
     shares subject to options exercisable within 60 days of July 26, 2000.


                                       11




<PAGE>


(12) Includes  139,807 shares subject to options  exercisable  within 60 days of
     July 26, 2000.

(13) Includes  the shares  described  in notes 4-11,  and an  additional  19,776
     shares and 251,727 shares subject to options  exercisable within 60 days of
     July 26, 2000 held by executive officers not listed in the table.

(14) Excludes  shares  described  in  note  12 as Mr.  Perham  is no  longer  an
     executive officer of the Company.

</FN>
</TABLE>



                REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
                            ON EXECUTIVE COMPENSATION

      The report of the  Compensation  and Stock  Option  Committee 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.

      This report is provided by the  Compensation and Stock Option Committee 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,  Jerry G. Taylor,  and
other executive officers.  During the Company's fiscal year ended April 2, 2000,
the Company's  compensation  program was  administered by the  Compensation  and
Stock Option  Committee of the Board of Directors.  The role of the Compensation
and Stock Option Committee was to review and approve salaries,  cash bonuses and
other  compensation  of the executive  officers and to administer  the Company's
1994 Stock Option Plan (the "1994 Option  Plan") and 1997 Stock Option Plan (the
"1997 Option Plan"),  including review and approval of stock option grants under
the 1994 Option  Plan to the  executive  officers.  Executive  officers  are not
eligible for stock option  grants under the 1997 Option Plan.  The  Compensation
and Stock Option Committee  consists solely of non-employee  directors,  Messrs.
Bolger and Faggin.

Compensation Philosophy

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

      o    competitive in the market place;

      o    directly  linked to the Company's  profitability  and to the value of
           the Company's Common Stock; and

      o    sufficient to attract, retain and motivate well-qualified  executives
           who will contribute to the long-term success of the Company.

      Each year, the Company's Human  Resources  Department  develops  executive
compensation data from a nationally  recognized survey  ("Compensation  Survey")
for a group of similar size high technology  companies and provides this data to
the Compensation and Stock Option  Committee.  The factors used to determine the
participants in the Compensation Survey include annual revenue, industry, growth
rate and geography. The Company's executive level positions, including the Chief
Executive Officer, were matched to comparable  Compensation 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 Electronics  (Semiconductors)  Index ("S&P Index") as its published
line  of  business  index.  The  companies  in  the  Compensation   Survey  were
substantially similar to the companies contained in the S&P Index. Approximately
one-half of the companies included in the Compensation Survey group are included
in the S&P Index. The remaining  companies  included in the Compensation  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  Compensation  Survey


                                       12



<PAGE>

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, along with the Company's general knowledge of
compensation  trends in the  Compensation  Survey  group,  is reviewed  for each
executive  officer  each  year  with the Chief  Executive  Officer  and with the
Compensation and Stock Option Committee.  In addition,  each executive officer's
performance  for the last fiscal year and objectives for the subsequent year are
reviewed,  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  1994  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  fluctuate  generally  with
profitability.

    Base Pay: Base pay guidelines are established for executive officers after a
review of  Compensation  Survey  data  referred  to above,  adjusted  to reflect
changes in  compensation  trends  since the  Compensation  Survey was  prepared.
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.   Executive  officer  salaries  increased  by
approximately  8.8% over  salaries  for fiscal  1999.

    Bonus Pay:  The  Company's  bonus  policy is to pay an annual  cash bonus to
certain executive officers and other key employees based on the operating income
of the Company and the employee's individual performance.  Payment of bonuses is
usually made in the first quarter of each fiscal year for performance during the
previous  fiscal  year.  The  amount of each  bonus is  determined  by the Chief
Executive  Officer subject to the approval of the  Compensation and Stock Option
Committee.  Pursuant to this policy,  all of the  Company's  executive  officers
received a bonus for fiscal 2000.  The aggregate  amount of all bonuses paid for
any single  fiscal year may not exceed 6% of operating  income for the year.  In
fiscal 2000, the Company provided for a total of $7.8 million in bonus pay.

    Profit  Sharing Pay:  Profit Sharing pay is comprised of two  components:  a
cash payment made directly to eligible  employees,  and a cash contribution made
directly to eligible  employees'  401(k)  Savings Plan  accounts.  During fiscal
2000,  Profit  Sharing pay was available to most  employees who had at least six
months of service with the Company. The Board of Directors determines the amount
of annual Profit Sharing to be paid. In fiscal 2000, the Company  provided for a
total of $11.0 million in Profit Sharing pay,  including the  contribution of 1%
of pre-tax  profit into the  employees'  Section  401(k) Plan  accounts.  Profit
Sharing payments and 401(k) Savings Plan  contributions are made  semi-annually.
An  employee's  Profit  Sharing  payment is determined by taking that portion of
total funds available for distribution equal to such employee's base pay divided
by the aggregate base pay of all participating  employees.  An employee's Profit
Sharing  401(k) Savings Plan  contribution  is determined on a per capita basis,
with all participating employees eligible to receive the same amount.

    Equity-Based  Component.  Stock  options  are an  essential  element  of the
Company's  executive  compensation  package.  The  Compensation and 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.

    During fiscal 2000, the  Compensation  and Stock Option Committee made stock
option grants to certain executives  including the Chief Executive Officer.  See
"Executive  Compensation--Option Grants in Fiscal 2000." Stock options typically
have been  granted to  executive  officers  when the  executive  first joins the
Company,   annually

                                       13


<PAGE>


thereafter,  in connection with significant  changes in  responsibilities,  and,
occasionally,  to achieve  equity  within a peer  group.  In some  cases,  stock
options are awarded to provide incentives to certain employees to attain or help
the Company attain  specified  goals. 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  incentive  to those  officers to continue
their  employment  with the Company  and to strive to increase  the value of the
Company's Common Stock following the date of grant. Except as otherwise provided
by the Compensation and Stock Option Committee,  these options generally vest as
to 25% of the total  shares one (1) to two (2) years after the date of grant and
then monthly over the next three years.

Fiscal 2000 CEO Compensation

    In evaluating the compensation of Mr. Taylor,  President and Chief Executive
Officer of the Company,  for services  rendered in fiscal 2000, the Compensation
and Stock Option Committee  examined both quantitative and qualitative  factors.
In looking at quantitative  factors, the Compensation and Stock Option Committee
reviewed the Company's fiscal 2000 financial  results and compared them with the
Company's  financial  results  in  fiscal  1999 and with  the  companies  in the
Compensation  Survey.  The Compensation and Stock Option Committee  reviewed the
Company's  net profit for fiscal 2000,  the  Company's  increase in earnings per
share in fiscal  2000,  the  Company's  increase in revenues for fiscal 2000 and
other factors.  The  Compensation  and Stock Option  Committee did not apply any
specific  quantitative  formula which could assign weights to those  performance
measures or establish numerical targets for any given factor.

    Based on the foregoing,  the factors  considered in determining the sizes of
the stock option awards  discussed  above and certain other  incentives that the
Compensation  and Stock Option  Committee  wished to provide to Mr. Taylor,  the
Committee  made  the  following  determinations  with  respect  to Mr.  Taylor's
compensation for fiscal 2000.

    In fiscal 2000, Mr. Taylor's base salary was increased to $316,964 (compared
to $268,524 in fiscal 1999).

    In fiscal 2000, Mr. Taylor  received  bonuses  totaling  $522,000,  payments
totaling  $25,591 under the Profit Sharing Plan and $823 in profit sharing under
the Section 401(k) Plan.

    During fiscal 2000, Mr. Taylor was granted 450,000 new stock options.

Tax Deductibility of Executive Compensation

    Section  162(m) of the Internal  Revenue Code of 1986, as amended  ("Section
162(m)"),  generally  provides that publicly held corporations may not deduct in
any taxable year certain  compensation in excess of $1 million paid to the chief
executive officer and the next five most highly compensated  executive officers.
The 1994 Option Plan and the Profit Sharing Plan are in compliance  with Section
162(m) and the Company  believes that its  compensation  programs will generally
satisfy  the  requirements  for  deductibility  of all  cash  and  stock-related
incentive  compensation  to be paid to the Company's  executive  officers  under
Section 162(m).  However,  the Compensation and Stock Option Committee considers
one of its primary  responsibilities to be providing a compensation program that
will  attract,   retain  and  reward  executive  talent  necessary  to  maximize
shareholder  returns.  Accordingly,  the Compensation and Stock Option Committee
believes that the Company's  interests are best served in some  circumstances to
provide  compensation (such as salary and perquisites) which might be subject to
the tax deductibility limitation of Section 162(m).


                                      COMPENSATION AND STOCK OPTION COMMITTEE


                                      John C. Bolger       Federico Faggin


                                       14


<PAGE>


                             EXECUTIVE COMPENSATION

    The following table shows certain information concerning the compensation of
each of the Company's  Chief Executive  Officer,  the Company's four most highly
compensated  executive  officers other than the Chief Executive Officer who were
serving as executive  officers at the end of fiscal 2000, and Leonard C. Perham,
the  Company's  former Chief  Executive  Officer,  for services  rendered in all
capacities  to the  Company  for the  fiscal  years  ended  2000,  1999 and 1998
(together, the "Named Executive Officers"). 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 stock appreciation rights and has no long-term  compensation  benefits
other than stock options.


<TABLE>
                                            Summary Compensation Table

<CAPTION>

                                                                                         Long-Term
                                                                                        Compensation
                                              Annual Compensation                          Awards
                              -----------------------------------------------------    ---------------
                                                                                           Shares
Name and                      Fiscal                                Other Annual         Underlying        All Other
Principal Position             Year    Salary($)    Bonus($)(1)  Compensation($)(2)      Options(#)    Compensation($)(3)
-------------------------     ------- ------------ ------------- ------------------    --------------- ------------------
<S>                           <C>       <C>         <C>               <C>                 <C>                 <C>

Jerry G. Taylor                2000    $316,964     $547,591        $     --             450,000        $      823
President and Chief            1999     268,524          762           6,440             370,000 (4)            29
Executive Officer              1998     211,409       50,906          45,571              90,000                35


Chuen-Der Lien                 2000     238,355      340,072              --              30,000             2,323
Vice President, Chief          1999     217,260       19,601              --             231,543 (4)            29
Technical Officer              1998     213,860       23,885              --              30,000             4,035


Mike Hunter                    2000     236,271      252,972              --              94,000               823
Vice President,                1999     210,600          645              --             144,500 (4)            29
Manufacturing                  1998     172,822          677              --              18,500                35


Alan F. Krock                  2000     207,238      273,308              --             132,100             2,326
Vice President, Chief          1999     156,000       40,957              --             122,790 (4)            29
Financial Officer              1998     147,415       29,000              --             119,650                35
                                   
                                 
Bill Franciscovich             2000     203,264      156,396          85,595              65,000             6,823
Vice President, Sales          1999     180,000          541           4,000              95,000 (4)            29
                               1998     159,409       20,653          20,000              32,256                35


Leonard C. Perham (5)          2000     359,798      550,864              --             200,000             1,223
Former President and           1999     334,248        1,181              --             700,000 (4)         2,029
Chief Executive Officer        1998     339,393        1,506              --             300,000                35

<FN>
---------------
(1) Amounts  listed in this column for fiscal  2000,  1999 and 1998 include cash
    paid under the  Company's  Profit  Sharing  Plan,  as follows:  Mr.  Taylor,
    $25,591, $762 and $906; Mr. Lien $19,142, $768 and $885; Mr. Hunter $18,972,
    $645 and $677; Mr. Krock $16,805, $522 and $572; Mr. Franciscovich  $16,396,
    $541 and $653;  and Mr. Perham  $28,864,  $1,181 and $1,506.   All remaining
    amounts in this column represent performance bonuses.

(2) The  amounts  reflected  for  Mr.  Taylor  represent  a  housing  relocation
    allowance.   The  amounts   reflected   for  Mr.   Franciscovich   represent
    commissions.

(3) Amounts  listed in this column  represent  the  Company's  contributions  to
    individual 401(k) accounts of the Named Executive  Officers,  tenure bonuses
    of $4,000 for Mr.  Lien  (1998) and $2,000  for Mr.  Perham  (1999),  patent
    awards of $1,500 for Mr. Lien (2000) and $400 for Mr.  Perham  (2000),  auto
    allowance  of  $6,000  for Mr.  Franciscovich  (2000),  and  frequent  flyer
    buy-back of $1,503 for Mr. Krock  (2000).

(4) Includes  options for Common Stock granted prior to fiscal 1999 and repriced
    in fiscal 1999 as follows:  Mr. Taylor  210,000  shares;  Mr. Lien,  156,000
    shares;  Mr.  Hunter,   111,000  shares;  Mr.  Krock,   99,900  shares;  Mr.
    Franciscovich, 65,000 shares; and Mr. Perham, 700,000 shares.

(5) Mr. Perham retired as President in July 1999 and as Chief Executive  Officer
    in December 1999.
</FN>
</TABLE>

                                       15


<PAGE>



<TABLE>

    The  following  table  contains  information  concerning  the grant of stock
options under the  Company's  1994 Option Plan to the Named  Executive  Officers
during  fiscal 2000.  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.
<CAPTION>

                          Option Grants in Fiscal 2000


                               Individual Grants
--------------------------------------------------------------------------------
                                                                                        Potential Realizable Value
                             Number of    % of Total                                      At Assumed Annual Rates
                              Shares        Options                                     of Stock Price Appreciation
                            Underlying     Granted to       Exercise                         for Option Term(1)
                             Options       Employees         Price       Expiration        -----------------------
Name                        Granted(2)   In Fiscal 2000   ($/Share)(3)      Date              5%           10%
-----------------          -----------    ------------    ------------    ----------       ---------    ----------
<S>                          <C>             <C>              <C>            <C>             <C>             <C>
Jerry G. Taylor              45,000           0.9%           $7.6250       6/24/06         $141,497       $330,435
                             45,000 (4)       0.9             9.0625       4/26/06          162,198        376,590
                            160,000           3.1            11.3437       7/13/06          738,884      1,721,914
                            200,000 (5)       3.9            24.3750      12/14/06        1,983,698      4,622,516

Chuen-Der Lien               30,000           0.6             7.6250       8/10/06           96,367        225,835

Mike Hunter                  34,000           0.7             7.6250       4/26/06          104,032        241,882
                             30,000           0.6             7.6250       1/15/07          103,307        244,982
                             30,000           0.6            24.3750       12/14/06         297,555        693,377

Alan F. Krock                34,600 (6)       0.7             7.6250       4/26/06          105,868        246,150
                             30,000           0.6             7.6250       2/12/07          104,552        248,459
                             27,500 (7)       0.5            12.0625       7/14/06          134,980        314,538
                             40,000           0.8            24.3750       12/14/06         396,740        924,503

Bill Franciscovich           15,000           0.3             7.6250       2/05/07           52,120        123,794
                             30,000 (8)       0.6            12.0625       7/14/06          147,251        343,133
                             20,000           0.4            24.3750       12/14/06         198,370        462,252

Leonard C. Perham           100,000 (9)       1.9             7.6250       4/26/06          305,977        711,417
                            100,000           1.9             7.6250       10/03/06         329,075        774,302

<FN>
------------------
(1)   In accordance with  Securities and Exchange  Commission (the "SEC") rules,
      these columns show gains that might exist for the respective  options over
      the term of each option.  This  valuation  model is  hypothetical.  If the
      stock price does not increase over the exercise price, compensation to the
      Named Executive Officer would be zero.

(2)   Except  as  otherwise   noted,   the  options   shown  in  the  table  are
      non-qualified stock options that vest 25% approximately one (1) to two (2)
      years  after the date of the  grant,  and  thereafter  in thirty  six (36)
      monthly equal installments. The terms of the 1994 Option Plan provide that
      these options may become  exercisable  in full in the event of a change in
      control (as defined in the 1994 Option Plan).

(3)   All stock  options  are  granted at the fair  market  value on the date of
      grant.  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.

(4)   Vests as follows:  10,000 vest on 4/26/00;  20,000 vest 1/24 per month for
      the 24 months ending 4/26/02; 15,000 vest 1/12 per month for the 12 months
      ending on 4/26/03.

(5)   Vests 1/24 per month for the 24 months ending on 12/14/01.

(6)   Vests as follows:  15,000 vest 1/24 per month for the 24 months  ending on
      4/26/01;  12,100 vest 1/12 per month for the 12 months  ending on 4/26/02;
      7,500 vest 1/12 per month for the 12 months ending on 4/26/03.

(7)   100% of grant  subject  to  accelerated  vesting  based on  attainment  of
      certain goals; vesting was accelerated for 100% of grant on 10/15/99.

(8)   Vests as follows:  5,000 vest on  7/14/00;  10,000 vest 1/24 per month for
      the 24 months  ending on  7/14/02;  10,000  vest 1/12 per month for the 12
      months  ending  on  7/14/03;  5,000  vest 1/12 per month for the 12 months
      ending 7/14/04.

(9)   50% of grant subject to accelerated  vesting on or after 4/26/00;  vesting
      was accelerated for 50% of grant on 5/15/00.
</FN>
</TABLE>


                                       16


<PAGE>



<TABLE>

    The following  table shows the number of shares of Common Stock  acquired by
each of the Named  Executive  Officers upon the exercise of stock options during
fiscal  2000,  the net value  realized  upon  exercise,  the number of shares of
Common Stock  represented by outstanding stock options held by each of the Named
Executive  Officers as of April 2, 2000,  and the value of such options based on
the last  closing  price  of the  Company's  Common  Stock  at  fiscal  year-end
($39.6250).

<CAPTION>

  Aggregated Option Exercises in Fiscal 2000 and Fiscal Year-End Option Values

                                                              Number of Shares               Value of Unexercised
                                                            Underlying Unexercised           In-the-Money Options
                                                         Options at Fiscal Year End (#)    at Fiscal Year-End ($)(2)
                                                         ------------------------------    -------------------------
                                Shares
                             Acquired on     Valued
Name                         Exercise (#)   Realized(1)   Exercisable    Unexercisable    Exercisable   Unexercisable
----                         ------------   ---------     -----------    -------------    -----------   -------------
<S>                            <C>          <C>            <C>             <C>           <C>             <C>        
Jerry G. Taylor                100,000      $2,349,725     130,625         589,375       $3,823,517      $15,633,563

Chuen-Der Lien                  46,000       1,340,230     161,918         135,625        5,249,611        4,520,508

Mike Hunter                         --              --      84,853         153,647        2,758,489        4,445,354

Alan F. Krock                   75,000       1,751,382      20,055         159,835          606,422        4,473,363

Bill Franciscovich              20,001         429,691      31,214         113,786        1,016,186        3,209,205

Leonard C. Perham              700,000      20,591,423     329,807         570,000       10,718,728       18,425,000

<FN>
--------------------
(1)   "Value  Realized"  represents the aggregate sales price less the aggregate
      exercise price.

(2)   These values,  unlike the amounts set forth in the column  entitled "Value
      Realized," have not been, and may never be, realized, and are based on the
      positive  spread  between the  respective  exercise  prices of outstanding
      options and the closing price of the  Company's  Common Stock on March 31,
      2000, the last day of trading for fiscal 2000.
</FN>
</TABLE>



                               EMPLOYMENT CONTRACT

         The Company has entered into Change of Control Agreements  effective as
of January 27, 2000 with each of Jerry  Taylor,  Alan Krock,  Mike Hunter,  Dave
Cote,  Jimmy Lee,  Chris  Schott,  Chuen-Der  Lien,  Bill  Franciscovich,  Brian
Boisseree,  Michael Miller and Jerry  Fielder.  In the event of a termination of
employment  by any of these  employees  without  cause  within two years after a
change of control of the Company,  the agreements provide generally for lump sum
severance  payments of from twelve to twenty-four months monthly salary, as well
as a prorated bonus payment and continued  health  benefits for the same period.
The  agreements  also provide  that,  subject to pooling of interest  accounting
restrictions  associated with the change of control,  the vesting of outstanding
option and restricted  stock will become  accelerated by two years upon a change
of control.  The  agreements  provide that  benefits may be limited in the event
their  payment  results in the  imposition  of excise  taxes  under the  "golden
parachute" provisions of Section 280G of the Code.


                      COMPENSATION COMMITTEE INTERLOCKS AND
 
                INSIDER PARTICIPATION IN COMPENSATION DECISIONS

    The Company has a  Compensation  and Stock Option  Committee of the Board of
Directors,  comprised  of John C. Bolger and Federico  Faggin,  both of whom are
outside  directors.  This Committee makes decisions  regarding  option grants to
employees  including  executive  officers.  No interlocking  relationship exists
between the Board or the  Compensation  and Stock Option Committee and the board
of directors or  compensation  committee of any other company,  nor did any such
interlocking relationship exist during fiscal 2000.


                                       17


<PAGE>


                                PERFORMANCE GRAPH

    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.

    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 &
Poor's 500 Index and the Standard & Poor's  Electronics  (Semiconductors)  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.


[The following  descriptive  data is supplied in accordance  with Rule 304(d) of
Regulation S-T]



<TABLE>
<CAPTION>

                                                                       Cumulative Total Return
                                             ---------------------------------------------------------------------------
                                                 3/95        3/96         3/97         3/98         3/99         3/00
<S>                                                <C>          <C>          <C>          <C>          <C>         <C>
Integrated Device Technology, Inc.                 100          61           54           76           29          214
S&P 500 Index                                      100         132          158          234          278          327
S&P Electronics (Semiconductor) Index              100         110          234          255          387          956
</TABLE>



                                                      18


<PAGE>



                              CERTAIN TRANSACTIONS

    During  fiscal  1998,  Carl Berg,  a director  of the  Company,  acted as an
uncompensated  agent on behalf  of a  subsidiary  of the  Company  in  acquiring
parcels  of land for future  corporate  development.  In  September  1999,  that
subsidiary of the Company sold the land at its acquisition  price to Acquisition
Technology, Inc., of which Mr. Berg is president.


 
               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

    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, with the
exception  of the  following:  Messrs.  Berg and Carey  filed a late Form 4, Mr.
Carey  filed an amended  Form 4 and Messrs.  Bolger,  Cote and Lien filed a late
Form 5.


          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  2001  Annual  Meeting  must be  received by the
Company  no later  than  April 2,  2001,  as the  Company  expects to mail proxy
statements for its 2001 Annual Meeting in July 2001.


 
                                 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




                                    Jerry Fielder
                                    Secretary


Dated:  July 31, 2000
Santa Clara, California


                                       19



<PAGE>




                                   APPENDIX A


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       INTEGRATED DEVICE TECHNOLOGY, INC.

                             Article 4, Section 4.1


         Section  4.1 This  Corporation  is  authorized  to issue two classes of
shares  designated  "Common  Stock" and  "Preferred  Stock." The total number of
shares which the  Corporation  shall have  authority  to issue is Three  Hundred
Sixty Million (360,000,000),  of which Three Hundred Fifty Million (350,000,000)
shall be Common  Stock  with a par  value of $.001  per  share  and Ten  Million
(10,000,000) shall be Preferred Stock with a par value of $.001 per share.





                                       20

<PAGE>



                                   APPENDIX B


                       INTEGRATED DEVICE TECHNOLOGY, INC.
                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 22, 2000


The  undersigned  hereby  appoints Jerry Taylor and Jerry Fielder,  or either of
them,  each with power of  substitution,  to represent  the  undersigned  at the
Annual  Meeting of  Stockholders  of  Integrated  Device  Technology,  Inc. (the
"Company") to be held at the Santa Clara  Marriott Hotel located at 2700 Mission
College Boulevard,  Santa Clara, California 95054 on September 22, 2000, at 9:30
a.m. PDT, and any adjournment or postponement thereof, and to vote the number of
shares the  undersigned  would be entitled  to vote if personally present at the
meeting on the following matters:

                                                            --------------------
                                                                 See Reverse
                                                                     Side
                                                            --------------------


<PAGE>
                                                            [X]  Please mark
                                                                 your choices
                                                                 like this


---------------          -----------------
ACCOUNT NUMBER                COMMON    


1. ELECTION OF CLASS 1 DIRECTOR                             FOR   WITHHELD
                                                            [ ]     [ ]
   Nominee: Jerry G. Taylor


2. APPROVAL OF AMENDMENT TO 1994                        FOR    AGAINST   ABSTAIN
   STOCK OPTION PLAN                                   [ ]      [ ]       [ ]


3. APPROVAL OF AMENDMENT TO CERTIFICATE                FOR    AGAINST   ABSTAIN
   OF INCORPORATION                                    [ ]      [ ]       [ ]  
                                                       

4. RATIFICATION OF SELECTION OF                        FOR    AGAINST   ABSTAIN
   PRICEWATERHOUSECOOPERS LLP AS THE                   [ ]      [ ]       [ ]  
   COMPANY'S INDEPENDENT ACCOUNTANTS                   


The Board of  Directors  recommends  a vote FOR the nominee for election and FOR
Proposals  2, 3 and 4. THIS PROXY WILL BE VOTED AS  DIRECTED.  IN THE ABSENCE OF
DIRECTION, THIS PROXY WILL BE VOTED FOR THE  COMPANY'S  NOMINEE FOR ELECTION AND
FOR PROPOSALS 2, 3 AND 4.

In their  discretion,  the proxy holders are  authorized to vote upon such other
business  as  may  properly  come  before  the  meeting  or any  adjournment  or
postponement thereof to the extent authorized by Rule 14a-4(c) of the Securities
Exchange Act of 1934, as amended. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY.

Dated: ___________________________________________________________________2000
________________________________________________________________________________
________________________________________________________________________________

Signature(s)

Please sign exactly as your  name(s)  appear(s)  on your stock  certificate.  If
shares are held of record in the names of two or more  persons or in the name of
husband and wife,  whether as joint  tenants or  otherwise,  both or all of such
persons  should  sign the  proxy.  If  shares  of stock  are held of record by a
corporation, the proxy should be executed by the president or vice president and
the  secretary  or  assistant  secretary.  Executors,  administrators  or  other
fiduciaries who execute the above proxy for a deceased  stockholder  should give
their full title. Please date the proxy.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY  RETURN THIS PROXY IN THE ENCLOSED,  POSTAGE PAID ENVELOPE SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.


<PAGE>



                                                                  SKU #IDT-PS-00