SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                             Current Report Pursuant

                          to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)           May 27, 2004
                                                 -------------------------------

                          CATALYST SEMICONDUCTOR, INC.
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           (Exact Name of the Registrant as Specified in Its Charter)


                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)


             0-21488                                77-0083129
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    (Commission File Number)           (I.R.S. Employer Identification No.)


1250 Borregas Avenue, Sunnyvale, California                              94089
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(Address of Principal Executive Offices)                              (Zip Code)


                                 (408) 542-1000
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              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)



Item 7.  Financial Statements and Exhibits.
(c)      Exhibits


  Exhibit                          Description
  -------                          -----------
   99.1        Press Release of Catalyst Semiconductor, Inc. dated May 27, 2004.


Item 12.  Results of Operations and Financial Condition.


     On May 27, 2004, Catalyst Semiconductor, Inc. issued a press release
announcing its financial results for its fourth quarter and fiscal year ended
April 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this
Form 8-K.

     The information in this Form 8-K and the exhibits attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be specifically set forth by specific reference in such filing.



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  May 27, 2004

                                CATALYST SEMICONDUCTOR, INC.


                                By:  /s/ Gelu Voicu
                                     ---------------------------------
                                     Gelu Voicu
                                     President and Chief Executive Officer


                                By:  /s/ Thomas E. Gay III
                                     ---------------------------------
                                     Thomas E. Gay III
                                     Vice President, Finance and Administration
                                      and Chief Financial Officer



                          CATALYST SEMICONDUCTOR, INC.

                                    FORM 8-K

                                INDEX TO EXHIBITS


  Exhibit                          Description
  -------                          -----------
   99.1        Press Release of Catalyst Semiconductor, Inc. dated May 27, 2004.