SecProbe.io

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Mail Stop 0306

April 7, 2005

Via Facsimile and U.S. Mail

Douglas Mitchell
Chief Executive Officer
Simtek Corporation
4250 Buckingham Drive, Suite 100
Colorado Springs, CO  80907

	Re:	Simtek Corporation
		Form 10-KSB for the fiscal year ended December 31, 2004
			Filed March 17, 2005
		File No. 0-19027

Dear Mr. Mitchell:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Financial Statements - Page 37

Report of Independent Registered Public Accounting Firm - Page 38

1. We note that your audit report does not include a typed
signature
from your auditors. Under Item 2-02 (a) of Regulation S-X, the
accountant`s report should be manually signed.  However, in an
electronic submission, you should type the signature.  See Item
302
(a) of Regulation S-T. Please revise to comply with Item 2-02(a)
of
Regulation S-X and Item 302(a) of Regulation S-T. In addition, in
Note 3 you disclose that you received a waiver for your
noncompliance
with debt covenants on March 16, 2005. The audit opinion is dated
January 18, 2005 and is not dual-dated for the updating in this
note
of the audited financial statements. Please request your auditors
to
explain to us why they did not update their opinion for this event
disclosed in Note 3. We also note that your debt obligation is not
reflected as a current liability. Also tell us and disclose the
significant terms of the debt agreement including terms related to
non-compliance with debt covenants. That is, explain what happens
under the agreement in the event of non-compliance.

Note 1. Nature of Business and Significant Accounting Policies -
Page
43

2. Please respond to the following comments with respect to your
revenue recognition policies:

(A) Please tell us and disclose in future filings why you record
revenues of semiconductor products upon shipment. Explain when
title
transfers. Also address how you consider the other two criteria in
SAB Topic 13.A.
(B) Please tell us and disclose in future filings the nature of
your
product exchange and product pricing protection programs and how
you
account for those programs and why. Address the measurement,
timing,
and classification of the accrual for these programs. Please
address
whether or not you are able to make reasonable and reliable
estimates
of these reserves. Discuss whether or not your actual experience
has
been materially different from the amounts you recorded in your
financial statements. Ensure that the disclosures in your critical
accounting policies are not inconsistent with the discussion in
the
notes to your financial statements and with your response.
(C) We note that you provide product warranties to your customers.
Please provide the disclosures required by FIN 45 in future
filings.
(D) Please explain how you record sales returns as a "net
adjustment"
to customer accounts receivable. We note the disclosure on page
34.
Please explain how your accounting complies with paragraph 7 of
SFAS
48 and SAB Topic 13.B.
(E) We note your disclosures that for some services, the time
between
providing the services and the final cash realization from the
sale
of such services may extend two or more years.  Please tell us the
payment terms for these agreements, explain your rights and
obligations under the agreements, and discuss why you offer these
customers payment terms beyond two or more years. Discuss your
consideration of these extended payment terms in determining the
proper method of recognizing revenue for these sales. Discuss how
you
classify the related receivables in the balance sheet and tell us
why. Tell us the amounts of revenues and receivables recognized in
your financial statements related to these types of sales for each
period presented.

Note 5. Shareholders` Equity - Page 49

3. Please tell us how you are accounting for the warrants issued
on
October 12, 2004 and November 7, 2003 and why. Cite the accounting
literature upon which you relied. See EITF 00-19, including
paragraphs 14 - 18.

Item 8A.  Controls and Procedures - Page 55

4. We note your disclosure that your management concluded as of
the
filing date that "the Company`s disclosure controls and procedures
are adequate and effective to ensure that information required to
be
disclosed by the Company in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported
as
specified in the SEC`s rules and forms."

(A) Please amend your filing to disclose management`s conclusion
regarding the effectiveness of your disclosure controls and
procedures as of the end of the period covered by the annual
report.
Refer to Item 307 of Regulation S-K and Part III.F of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.
(B) In reference to your use of the word adequate, it does not
appear
that your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective.  Please revise
to
address your officer`s conclusions regarding the effectiveness of
your disclosure controls and procedures.
(C) Please note that the definition of disclosure controls and
procedures is included in Rule 13a-15(e) of the Exchange Act.
However, if you wish to include the definition within your
conclusion, please ensure the definition is consistent with the
definition included in Rule 13a-15(e) of the Exchange Act. That
is,
clarify, if true, that your officer concluded that your disclosure
controls and procedures are also effective to ensure that
information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management
to allow timely decisions regarding required disclosure.

* * * * * * * *

      As appropriate, please amend your December 31, 2004 Form 10-
KSB
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  You may wish to provide us
with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.

					Sincerely,

					Kate Tillan
					Assistant Chief Accountant

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Douglas Mitchell
Simtek Corporation
April 7, 2005
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