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                               [SIMTEK LETTERHEAD]

April 20, 2005

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Ms. Kate Tillan, Assistant Chief Accountant

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

Dear Ladies and Gentlemen:

We are transmitting herewith via EDGAR for filing with the Securities and
Exchange Commission ("SEC") our responses to the SEC's Comment Letter dated
April 7, 2005 with respect to Simtek's Form 10-KSB for the fiscal year ended
December 31, 2004. Each comment from the Comment Letter has been reproduced
below, followed by our response.

Financial Statements - Page 37
------------------------------

Report of Independent Registered Public Accounting Firm - Page 3
----------------------------------------------------------------

1)

          Comment: 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

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Securities and Exchange Commission
April 20, 2005
Page 2

          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.

          Response: Our auditors agree with the comment regarding the inclusion
          of a typed signature for the opinion letter and the dual-dating of the
          opinion letter. We have revised our Form 10-KSB to reflect these
          comments. Please see the proposed changes to the opinion letter that
          will be included in our amended Form 10-KSB, which changes appear in
          Appendix 1 (in marked form showing the changes from the opinion letter
          included in our original Form 10-KSB).

          With respect to the comment regarding our debt obligation, we have not
          classified our debt obligation as a current liability because we
          believe that we will be in compliance with our debt obligation
          covenants at December 31, 2005.

          The debt obligation is in the form of $3,000,000 in convertible
          debentures, which were issued in 2002, have a 7-year term and have a
          7.5% per annum interest rate. The holders of the debentures have the
          right, at any time, to convert all, or in multiples of $100,000, any
          part of the debentures into fully paid and nonassessable shares of our
          common stock at a rate of $0.312 per share. At December 31, 2004, we
          were not in compliance with two of the three covenants related to the
          debt obligation. These covenants relate to the interest coverage ratio
          and the debt to equity ratio. The interest coverage ratio states that
          we will not permit the interest coverage ratio to be less than 2:1,
          with such ratio to be calculated quarterly on a cumulative basis for
          the four fiscal quarters immediately preceding the date of
          determination. The interest coverage ratio means the ratio of (a) our
          consolidated net income after taxes (excluding our after tax gains or
          losses on the sale of assets (other than the sale of inventory in the
          ordinary course of business) and excluding other after tax
          extraordinary gains or losses), plus depreciation and amortization
          deducted in determining net income, plus interest expense to (b)
          interest expense. The debt to equity ratio states that we will not
          permit the ratio of our total indebtedness to stockholders' equity to
          be greater than 1:1 as of the end of each fiscal quarter. If we are in

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Securities and Exchange Commission
April 20, 2005
Page 3

         default of the covenants for a period of 30 days it is considered a
         default under the debenture agreement and the lender may declare the
         unpaid principal amount and all accrued interest thereon due and
         payable. In addition, if we default under the debenture agreement the
         lender may, among other things, foreclose on our collateral on which it
         has a security interest. The lender has a security interest in
         substantially all of our assets. We will include disclosure to this
         effect in our next periodic filing. We currently operate under a waiver
         of the interest coverage ratio and debt to equity ratio covenants from
         the lender effective through January 1, 2006.

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

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

         A)    Comment: 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.

               Response: SAB Topic 13A states that "revenue generally is
               realized or realizable and earned when all of the following
               criteria are met: 1) Persuasive evidence of an arrangement
               exists, 2) Delivery has occurred or services have been rendered,
               3) The seller's price to the buyer is fixed or determinable, and
               4) Collectibility is reasonably assured." All of our
               semiconductor product shipments are shipped FOB Origin (Colorado
               Springs, Colorado) and therefore title transfers at that time.
               The final two criteria of SAB Topic 13A are addressed as follows:
               (i) all prices for our semiconductor products are fixed or
               determinable by a purchase order that is placed by our customers;
               and (ii) collectibility is reasonably assured because of
               long-standing historical business with the majority of our
               customers and, in the case of new customers, adequate credit
               checks are performed either by contacting references supplied by
               the customer or by verifying the customers' financial status. If
               a customer's collectibility is in question, the shipment will be

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Securities and Exchange Commission
April 20, 2005
Page 4

               shipped on a prepaid or COD basis. We will disclose these
               policies in future filings.

         B)    Comment: 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.

               Response: At the time of shipment, we record a price protection
               and a stock rotation reserve. Both of these reserves have a
               negative impact to revenue and accounts receivable. The price
               protection reserve is required when we authorize special pricing
               to one of the distributors for a specific customer. We have a
               detailed procedure to insure that our estimates are reasonable
               and reliable. To date, our estimates have not been materially
               different from the credits we have issued under this reserve. The
               stock rotation reserve is a reserve that allows for our
               distributors to rotate up to 5% of their stock every six months.
               Distributors must submit a replacement order of equal dollar
               value to the stock that they are returning. The stock rotation
               reserve is calculated based on actual distributor inventories at
               the end of each quarter. This calculation allows for us to make a
               reasonable and reliable estimate of the reserve. Our actual
               experience with stock rotation reserves has not been materially
               different from the amounts returned by our distributors. We will
               disclose these matters in future filings and ensure that the
               disclosures in our critical accounting policies are consistent
               with the discussion in the notes to our financial statements.

         (C)   Comment: We note that you provide product warranties to your
               customers. Please provide the disclosures required by FIN 45 in
               future filings.

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Securities and Exchange Commission
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               Response: We do not include a tabular reconciliation of our
               warranty liability in our Form 10-KSB because our actual warranty
               returns are not material. Actual warranty returns as a percent of
               semiconductor revenue for the years ending December 31, 2002,
               2003 and 2004 are as follows:
<TABLE>
<CAPTION>

                                                 Year Ended     Year Ended      Year Ended
                                                December 31,   December 31,    December 31,
                                                   2002           2003            2004
               -------------------------------- -------------- --------------- ---------------
               <S>                                  <C>             <C>             <C>

               Actual % of semiconductor
               product revenue returned due         .03%            .14%            .08%
               to warranty
</TABLE>

               If our actual warranty returns become material in the future, we
               will include a tabular reconciliation of our warranty liability
               in our future periodic filings in accordance with FIN 45.

         D)    Comment: 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.

               Response: The sentence on page 34 regarding recording sales
               returns as a "net adjustment" to customer accounts receivable
               will be revised in future filings to provide more clarity. We
               actually apply the reserve amounts for possible stock rotation
               and price protection credits against gross accounts receivable.
               The stock rotation reserve discussed in our response to comment
               2(B) above is applied to gross accounts receivable. As discussed
               in our response to comment 2(B) above, we calculate the stock
               rotation reserve on a quarterly basis, based upon distributor
               inventory levels. When we record the stock rotation reserve we
               reduce revenue and accounts receivable. When a distributor
               returns product under a stock rotation reserve, the entry is to
               the stock rotation allowance on the balance sheet and gross
               accounts receivable. In order for the product to be returned to
               inventory, we reduce cost of goods sold and increase inventory.
               We will clarify our process in future filings, including adding

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Securities and Exchange Commission
April 20, 2005
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               disclosures under SAB Topic 13B when applicable. Actual stock
               rotation returns as a percent of semiconductor revenue for the
               years ending December 31, 2002, 2003 and 2004 are as follows:
<TABLE>
<CAPTION>

                                                   Year Ended     Year Ended      Year Ended
                                                  December 31,   December 31,    December 31,
                                                     2002           2003            2004
               --------------------------------  -------------- --------------- ---------------
               <S>                                  <C>            <C>              <C>
               Actual % of semiconductor
               product revenue returned due         1.16%          1.03%            .20%
               to stock rotation
</TABLE>

               Per FAS 48, paragraph 7, "If sales revenue recognized because the
               conditions of paragraph 6 are met, any costs or losses that may
               be expected in connection with any returns shall be accrued in
               accordance with FASB Statement No. 5, Accounting for
               Contingencies. Sales revenue and cost of sales reported in the
               income statement shall be reduced to reflect estimated returns."
               As our returns under the stock rotation program have historically
               not been significant, paragraph 7 does not apply.

         E)    Comment: 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.

               Response: We do not provide customers payment terms beyond two or
               more years. The payment terms in question are related to the
               Government Research and Development Contracts portion of our
               business. Invoices are generated per the terms of each contract.
               Usual payment terms from these customers are net 30 days from

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Securities and Exchange Commission
April 20,