UNITED STATES
                       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)      September 1, 2005
                                                 -------------------------------


                          CATALYST SEMICONDUCTOR, INC.
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             (Exact name of registrant as specified in its charter)


          Delaware                  0-21488                77-0083129
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 (State or other jurisdiction     (Commission            (IRS Employer
      of incorporation)           File Number)         Identification No.)
   


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


Registrant's telephone number, including area code    (408) 542-1000
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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition.

     On September 1, 2005, Catalyst Semiconductor, Inc. issued a press release
announcing its financial results for its first fiscal quarter ended July 31,
2005. 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 8.01. Other Events.

     On September 1, 2005, Catalyst Semiconductor, Inc. also announced that its
Board of Directors has authorized a new stock repurchase program under which the
company may purchase up to 1.0 million shares of its common stock. Including
purchases in the quarter ended July 31, 2005, Catalyst purchased 3.5 million
shares of its common stock under its prior repurchase program since its adoption
in 2001, representing the maximum authorization under the prior program. A copy
of the press release is furnished as Exhibit 99.1 to this Form 8-K.


Item 9.01  Financial Statements and Exhibits.

     (c)     Exhibits


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

       99.1        Press Release of Catalyst Semiconductor, Inc. dated September
                   1, 2005.






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: September 1, 2005

                                  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 September
                   1, 2005.