Effective as of June 4, 2009, Lattice Semiconductor Corporation (the "Company") amended the Company's Restated Certificate of Incorporation (the "Certificate") and the Company's Bylaws (the "Bylaws") to effect the gradual declassification of the structure of the Board of Directors of the Company over the next three years. The amendments to both the Certificate and the Bylaws provide, among other things, for the following:

• The term of office of those directors elected at the 2009 annual meeting will end at the 2012 annual meeting, at which those directors will be eligible to stand for re-election for a one-year term.

• Those continuing directors whose current terms expire at the 2010 or 2011 annual meetings, respectively, will serve the remainder of their terms (i.e., until the 2010 or 2011 annual meetings, respectively), and thereafter will be eligible to stand for re-election for a one-year term.

• Any director chosen as a result of a newly-created directorship or to fill a vacancy on the board of directors will hold office until the next annual meeting, at which the director will be eligible to stand for re-election for a one-year term

The Company's stockholders approved the amendment to the Certificate at the Company's 2009 Annual Meeting of Stockholders, which was held on May 5, 2009.

The foregoing description of the amendments to the Certificate and the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amended Certificate and the amended Bylaws. A copy of the Company's Certificate, as amended, and the Company's Bylaws, as amended, are attached hereto Exhibit 3.1 and Exhibit 3.2, and are incorporated herein by reference.

(d) Exhibits.

Exhibit      Description

  3.1        Restated Certificate of Incorporation, as amended, of Lattice
             Semiconductor Corporation.

  3.2        Bylaws, as amended, of Lattice Semiconductor Corporation.