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 21, 2003
                                                 ---------------------


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


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


                0-21488                            77-0083129
        ----------------------         -----------------------------------
       (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)



          (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
                        August 21, 2003.


Item 9.  REGULATION FD DISCLOSURE (INFORMATION FURNISHED IN THIS ITEM 9 IS
         FURNISHED UNDER ITEM 12).

         The information in this Form 8-K and the attached press release is
intended to be furnished under Item 12, "Results of Operations and Financial
Condition," but is instead being furnished under Item 9, "Regulation FD
Disclosure." This information 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, regardless of any general incorporation
language in such filing.

     On August 21, 2003, the Board of Directors of Catalyst Semiconductor, Inc.
(the "Company") issued a press release announcing its fiscal results for its
first fiscal quarter ended July 31, 2003. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K.






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 21, 2003

                                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 21, 2003.