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~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest~~ ~~event~~1934 ~~reported) February 5, 2008~~

June 25, 2008

Date of Report (date of earliest event reported)

CATALYST SEMICONDUCTOR, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

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

2975 Stender Way, Santa Clara, California		95054
(Address of Principal Executive Offices)		(Zip Code)

2975 Stender Way

~~Registrant’s telephone~~Santa ~~number~~Clara, ~~including~~CA ~~area~~95054 ~~code (408) 542-1000~~

(~~Former Name or Former~~ Address, ifof ~~Changed Since~~principal ~~Last~~executive ~~Report~~offices)

(408) 542-1000

(Registrant’s telephone number, including area code)

(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):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~June 53, 2008, the Compensation Committee of Catalyst Semiconductor, Inc., (“Catalyst”) adopted the Fiscal 2009 Bonus Plan (the “~~Company~~Plan”) ~~issued~~that aprovides ~~press~~for ~~release~~the ~~announcing~~payment ~~preliminary~~of ~~financial~~cash ~~results~~bonuses ~~for~~to ~~its~~participating ~~third~~employees. ~~quarter~~On ~~ended~~June ~~January 27~~25, 2008~~. A~~, ~~copy~~the Board of ~~the~~Directors ~~press~~of ~~release~~Catalyst isratified ~~furnished~~the asapproved ~~Exhibit 99~~Plan.1 The Plan is designed to ~~this~~provide ~~Form 8-K~~compensation incentives for participating employees, including executive officers, based on individual and company performance.

The ~~information~~Plan ~~provided~~provides ~~under~~for ~~Item 2.02~~three separate bonus pools: a indiscretionary ~~this~~pool, ~~Current~~a ~~Report~~profit onsharing ~~Form 8~~pool that provides for payments to non-Kexecutive employees and ~~the~~an ~~exhibit~~executive ~~attached~~pool ~~hereto~~that ~~shall not~~provides befor ~~deemed~~payments ~~“filed”~~to ~~for~~executive ~~purposes~~officers. ofThe ~~Section 18~~discretionary ofpool ~~the~~provides ~~Securities Exchange~~for ~~Act~~aggregate payments of ~~1934~~up to $100,000 asper fiscal ~~amended~~quarter ~~(the~~and ~~“Exchange~~may ~~Act”),~~be orpaid ~~incorporated~~to ~~by reference~~non-executive inemployees ~~any~~quarterly ~~filing~~at ~~under~~the discretion of the ~~Securities~~chief ~~Act~~executive ofofficer. ~~1933,~~The asprofit ~~amended~~sharing ~~(the~~pool ~~“Securities Act”),~~provides orfor ~~the~~maximum ~~Exchange~~annual ~~Act,~~payments ~~except~~of asup ~~shall~~to be10% ~~specifically~~of ~~set~~each ~~forth~~non-executive byemployee’s annual base salary ~~specific~~as ~~reference~~determined inbased ~~such~~upon ~~filing~~return on equity (“ROE”).

~~Item~~The 7executive pool provides for quarterly payments to executive officers based upon ROE and individual performance.01 ~~Regulation~~As FDidentified ~~Disclosure~~in the table below, the aggregate bonus payments to each executive officer for all four fiscal quarters are based upon a targeted percentage of the executive officer’s annual base salary. The actual bonus payments, if any, are calculated based upon the executive officer’s achievement of pre-set individual performance goals as determined by the Chief Executive Officer, and reviewed and approved by the Compensation Committee. In addition, the Chief Executive Officer’s actual bonus payment, if any, is calculated based upon his achievement of the individual performance goals pre-set for him, as determined by the Compensation Committee. The individual performance goals vary by executive and are based on specified management initiatives and/or execution against Catalyst’s strategic plan. Underachievement or overachievement of targeted ROE and individual performance goals can result in lower or higher scores for those milestones, and, as a result, lower or higher bonus payments than the targeted percentage of base salary. In addition, the maximum quarterly payment varies by fiscal quarter based upon the following percentages of the total targeted annual payment: 12% for the fiscal first quarter, 15% for the fiscal second quarter, 23% for the fiscal third quarter and 50% for the fiscal fourth quarter. The Plan also limits the aggregate quarterly bonuses that may be paid to each executive officer at a maximum percentage of the executive officer’s annual base salary.

OnFollowing ~~January 25,~~each ~~2008~~fiscal quarter, the ~~Board~~Compensation ofCommittee ~~Directors~~reviews the ~~approved~~ROE anand ~~increase in~~ the ~~number~~individual ofperformance ~~authorized~~goals, ~~shares~~determines ~~under~~ the ~~stock~~scores ~~repurchase~~applicable ~~program~~ to ~~four million~~each ~~shares.~~executive ~~Prior~~officer, toreviews and confirms the ~~increase~~bonus payments, ~~the~~if ~~Company~~any, ~~had~~for ~~approximately~~each ~~763~~executive officer,~~000 shares~~ ~~remaining~~and ~~under~~may adjust the ~~current~~individual ~~stock~~performance ~~repurchase~~goals ~~program~~of one or more executive officers.

The ~~information~~summary ~~provided~~description ~~under~~of ~~Item 7.01 in~~the ~~this~~Plan ~~Current~~set ~~Report~~forth onabove ~~Form 8-K~~does ~~and~~not ~~the~~purport ~~exhibit~~to ~~attached hereto shall not~~ be ~~deemed~~complete ~~“filed”~~and ~~for~~is ~~purposes~~qualified ofin ~~Section 18~~its ~~of the Exchange Act, or~~entirety ~~incorporated~~ by reference into ~~any filing under~~ the ~~Securities~~full ~~Act~~text orof the ~~Exchange~~ ~~Act,~~Plan ~~except~~which asis ~~shall~~filed beas ~~specifically~~Exhibit ~~set~~10.106 ~~forth~~to bythis ~~specific reference in such filing~~report.

~~Item~~-1- ~~9.01 Financial Statements and Exhibits.~~

(d) Exhibits


Name and Title:	Targeted Aggregate Bonus as % of Annual Base Salary:	Maximum Aggregate Bonus as % of Annual Base Salary:
Gelu Voicu, chief executive officer	65% (FY 2009 annual base salary = $375,000)	130	%
David Eichler, chief financial officer and vice president of finance and administration	50% (FY 2009 annual base salary = $230,000)	100	%
Scott Brown, vice president of marketing	50% (FY 2009 annual base salary = $180,000)	100	%
Irvin W. Kovalik, vice president of strategic accounts	50% (FY 2009 annual base salary = $120,000*)	100	%
George Smarandoiu, vice president of product design	50% (FY 2009 annual base salary = $200,000)	100	%
Sorin Georgescu, vice president of technology development	50% (FY 2009 annual base salary = $200,000)	100	%

Exhibit		Description
99.1		Press Release of Catalyst Semiconductor, Inc. dated February 5, 2008.

*	For Plan (calculation) purposes only, Mr. Kovalik’s base salary is subject to upward adjustment based on the targeted commissions he may earn during the fiscal year.

2Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

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.


Exhibit Number		Description

10.106		Fiscal 2009 Bonus Plan.

Dated: February 5, 2008
	CATALYST SEMICONDUCTOR, INC.
	By:	/s/ Gelu Voicu
		Gelu Voicu
		President and Chief Executive Officer
	By:	/s/ David P. Eichler
		David P. Eichler
		Vice President, Finance and Administration and
		Chief Financial Officer

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3SIGNATURES

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

~~FORM 8-K~~Dated: June 25, 2008

~~INDEX~~CATALYST TOSEMICONDUCTOR, ~~EXHIBITS~~INC. By: /s/ Gelu Voicu Gelu Voicu President and Chief Executive Officer

Exhibit		Description
99.1		Press Release of Catalyst Semiconductor, Inc. dated February 5, 2008.

By:

/s/ David P. Eichler

David P. Eichler

Vice President, Finance and Administration and Chief Financial Officer

4-3-

CATALYST SEMICONDUCTOR, INC.

FORM 8-K

INDEX TO EXHIBITS


Exhibit Number		Description

10.106		Fiscal 2009 Bonus Plan.

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