Exhibit (a)(12)


                  FORM OF NOTICE OF ACCEPTANCE AND CANCELLATION

TO:    [OPTION HOLDER]

RE:    OFFER TO EXCHANGE, DATED NOVEMBER 20, 2002

This notice confirms that on December [day],  2002,  Cirrus Logic, Inc. ("Cirrus
Logic")  accepted  and  cancelled  all of your  options  that you  tendered  for
exchange  pursuant to the Offer,  which entitled you to purchase [number] shares
of common  stock of Cirrus  Logic.  Cirrus  Logic will grant you New  Options to
purchase  [number]  shares of common  stock of  Cirrus  Logic,  on the terms and
subject to the conditions described in the Offer to Exchange, dated November 20,
2002,  as amended and  supplemented  on  December  9, 2002.  The New Options are
expected to be granted on or promptly  after [first trading day that is at least
six months and one day after  acceptance  and  cancellation  date].  Capitalized
terms  used in this Form of Notice  and not  otherwise  defined  shall  have the
meaning given such terms in the Offer to Exchange.

If you have any questions about this confirmation, please contact Bonnie
Niemtschk at (512) 851-4359 or Rosalind Chavoya at (512) 851-4371.