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)      August 26, 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 2.02.  Results of Operations and Financial Condition.


     On August 26, 2004, Catalyst Semiconductor, Inc. issued a press release
announcing its financial results for its first fiscal quarter ended July 31,
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.


Item 9.01  Financial Statements and Exhibits.

      (c)      Exhibits


          Exhibit                      Description
          -------                      -----------

           99.1     Press Release of Catalyst Semiconductor, Inc. dated
                    August 26, 2004.



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:  August 26, 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 August 26, 2004.