Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GRAY GERALD R
  2. Issuer Name and Ticker or Trading Symbol
CIRRUS LOGIC INC [CRUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President,
(Last)
(First)
(Middle)
2901 VIA FORTUNA
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2006
(Street)

AUSTIN, TX 78746
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/02/2006   M   6,000 (1) A $ 3.87 6,416 D  
Common Stock 05/02/2006   S   6,000 (1) D $ 10 416 D  
Common Stock 05/02/2006   M   631 (1) A $ 3.87 1,047 D  
Common Stock 05/02/2006   S   631 (1) D $ 10 416 D  
Common Stock 05/03/2006   M   22,369 (1) A $ 3.87 22,785 D  
Common Stock 05/03/2006   S   22,369 (1) D $ 10.0008 416 D  
Common Stock               50 I by Spouse (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 2.6 05/02/2006   M     6,000 08/07/2003(3) 02/26/2013 Common Stock 6,000 $ 0 8,585 D  
Non-Qualified Stock Option (right to buy) $ 3.87 05/02/2006   M     631 08/07/2003(3) 08/07/2012 Common Stock 631 $ 0 22,465 D  
Non-Qualified Stock Option (right to buy) $ 3.87 05/03/2006   M     22,369 08/07/2003(3) 08/07/2012 Common Stock 22,369 $ 0 96 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRAY GERALD R
2901 VIA FORTUNA
AUSTIN, TX 78746
      Senior Vice President,  

Signatures

 Gerald R. Gray   05/04/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This reported Sale is made pursuant to a Rule 10b5-1 plan dated 1/30/06
(2) Shares held in name of Reporting Person's spouse and treated as community property.
(3) The vest schedule for these options is 25% on the vest date and the remaining 75% vesting monthly over 36 months.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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