<PAGE>   1

    As filed with the Securities and Exchange Commission on November 1, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              -------------------

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

<TABLE>
<S>                                            <C>
          DELAWARE                                        77-0083129
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>

                    1250 BORREGAS AVENUE, SUNNYVALE, CA 94089
               (Address of principal executive offices) (Zip Code)

                              -------------------

                 CATALYST SEMICONDUCTOR, INC. STOCK OPTION PLAN
          CATALYST SEMICONDUCTOR, INC. 1993 DIRECTOR STOCK OPTION PLAN
            CATALYST SEMICONDUCTOR, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                  RADU M. VANCO
                     President and Chief Executive Officer
                          CATALYST SEMICONDUCTOR, INC.
                   1250 Borregas Avenue, Sunnyvale, CA 94089
                     (Name and address of agent for service)
                                 (408) 542-1000
          (Telephone number, including area code, of agent for service)

                              -------------------

                                    Copy to:
                                   PETER COHN
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                                1020 Marsh Road
                              Menlo Park, CA 94025
                                 (650) 614-7400

                              -------------------



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         PROPOSED          PROPOSED
       TITLE OF SECURITIES              AMOUNT           MAXIMUM            MAXIMUM
              TO BE                     TO BE         OFFERING PRICE       AGGREGATE                AMOUNT OF
            REGISTERED              REGISTERED(1)(2)   PER SHARE(3)     OFFERING PRICE(3)       REGISTRATION FEE
            ----------              ----------------   -------------    ------------------      ----------------
<S>                                 <C>               <C>               <C>                     <C>
Common Stock, $0.001 par value           2,500,000         $1.54          $3,850,000               $1,016.40
(Stock Option Plan)
Common Stock, $0.001 par value             450,000         $1.54          $  693,000               $  182.95
(1993 Director Stock Option Plan)
Common Stock, $0.001 par value             500,000         $7.39          $3,695,000               $  975.48
(Employee Stock Purchase Plan)
---------------------------------   ----------------   -------------    ------------------      ----------------
TOTAL                                    3,450,000                                                 $2,147.83
</TABLE>

(1)      Pursuant to Rule 429 of the 1933 Act, the Prospectus delivered to
         participants in connection with this Registration Statement is for use
         with respect to shares covered by Registration Statements Nos.
         333-62636, 333-10041 and 333-92449 and this Registration Statement and
         associated rights.
(2)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans by reason of
         any stock dividend, stock split, recapitalization or other similar
         transaction effected without the Registrant's receipt of consideration
         which results in an increase in the number of the Registrant's
         outstanding shares of Common Stock.
(3)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended (the "1933 Act"). With respect
         to 4,731,252 shares which are subject to outstanding options to
         purchase common stock of the Registrant under the referenced plans, the
         Proposed Maximum Offering Price Per Share was estimated pursuant to
         Rule 457(h) under which Rule the per share price of options to purchase
         stock under an employee stock option plan may be estimated by reference
         to the exercise price of such options. The weighted average exercise
         price of the 4,731,252 shares subject to outstanding options under the
         referenced plans to be registered is $1.54. With respect to 3,632,486
         shares of the Registrant's common stock available for future grant
         under the referenced plans, the Proposed Maximum Offering Price Per
         Share was estimated pursuant to Rule 457(c) whereby the per share price
         was determined by reference to the average between the high and low
         price reported in the Nasdaq Smallcap Market on October 19, 2000, which
         average was $ 7.39. The numbers referenced above in the column entitled
         "Proposed Maximum Aggregate Offering Price Per Share" represents a
         weighted average of the foregoing estimates calculated in accordance
         with Rules 457(h) and 457(c).


This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.



<PAGE>   3

                               GENERAL INFORMATION

        This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement relating to the Stock Option Plan, 1993 Director Stock
Option Plan and 1998 Special Equity Incentive Plan has been previously filed.
Pursuant to Instruction E of the General Instructions to Form S-8, the contents
of the Registrant's Registration Statements on Form S-8 filed on May 11, 1993
(SEC File No. 333-62636), August 12, 1996 (SEC File No. 333-10041) and December
10, 1999 (SEC File No. 333-92449) are incorporated herein by reference.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

        a.      The Registrant's Annual Report on Form 10-K for the fiscal year
                ended April 30, 2000, filed with the Commission on July 27, 2000
                (with an amendment filed on August 2, 2000);

        b.      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended July 31, 2000, filed with the Commission on
                September 14, 2000; and

        c.      The Registrant's Registration Statement on Form 8-A filed with
                the Commission on March 24, 1993, which provides a description
                of the Registrant's Common Stock, including any amendments or
                reports filed for the purpose of updating such description.

        All documents subsequently filed pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.



                                      II-1
<PAGE>   4

Item 6. Indemnification of Directors and Officers

        Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") provides for the indemnification of directors, officers,
employees and other agents under certain circumstances. The Registrant's Bylaws
(the "Bylaws") require it to indemnify each of its officers and directors to the
fullest extent permitted by the Delaware Law against certain expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of Catalyst Semiconductor. In addition, the
Bylaws grant the Registrant the power to indemnify its employees and agents
under certain circumstances to the fullest extent permitted by Delaware Law
against certain expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an agent of Catalyst
Semiconductor.

        Article IX of the Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware Law, the Registrant's
directors shall not be personally liable to Catalyst Semiconductor or the
Registrant's stockholders for monetary damages for breach of fiduciary duty as a
director.

        The Registrant maintains directors' and officers' liability insurance
policies insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Catalyst
Semiconductor under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.

        The Registrant has entered into indemnification agreements with its
officers and directors, pursuant to which the Registrant is obligated to
indemnify each officer and director against certain claims and expenses for
which the officer or director might be held liable.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
  Exhibit Number      Exhibit
  --------------      -------
  <S>                 <C>
          5.1         Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
         24.1         Power of Attorney is included on the signature page of this Registration Statement.
         99.1         Stock Option Plan.
         99.2         1993 Director Stock Option Plan.
         99.3         Catalyst Semiconductor, Inc Employee Stock Purchase Plan.
</TABLE>

Item 9. Undertakings

         A.       The Registrant hereby undertakes:

(1)  to file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:



                                      II-2
<PAGE>   5

        (i) to include any prospectus required by Section 10(a)(3) of the 1933
        Act;

        (ii) to reflect in the prospectus any facts or events arising after the
        effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

        (iii) to include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;

provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by Catalyst Semiconductor, Inc.
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement.

(2)  that for the purpose of determining any liability under the 1933 Act each
     such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.
(3)  to remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

         B. The Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference
into this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of Catalyst
Semiconductor, Inc. pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Catalyst
Semiconductor, Inc. of expenses incurred or paid by a director, officer, or
controlling person of Catalyst Semiconductor, Inc. in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.



                                      II-3
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California on this 1st day
of November 2000.

                                       CATALYST SEMICONDUCTOR, INC.
                                       (REGISTRANT)

                                       By: /s/ Radu M. Vanco
                                          --------------------------------------
                                          Radu M. Vanco
                                          President, Chief Executive Officer
                                          and Director


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Radu M. Vanco, his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.



                                      II-4
<PAGE>   7

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              SIGNATURES                                       TITLE                                   DATE
              ----------                                       -----                                   ----
<S>                                      <C>                                                     <C>
/s/ Radu M. Vanco                         President, Chief Executive Officer                     November 1, 2000
----------------------------------------  (Principal Executive Officer) and Director
Radu M. Vanco


/s/ Thomas E. Gay III                     Vice President, Finance and Administration             November 1, 2000
----------------------------------------  and Chief Financial Officer (Principal Financial
Thomas E. Gay III                         Officer and Principal Accounting Officer)

/s/ Lionel M. Allan                                           Director                           November 1, 2000
----------------------------------------
Lionel M. Allan


/s/ Hideyuki Tanigami                                         Director                           November 1, 2000
----------------------------------------
Hideyuki Tanigami


/s/ Roland Duchatelet                                         Director                           November 1, 2000
----------------------------------------
Roland Duchatelet


/s/ Cynthia M. Butitta                                        Director                           November 1, 2000
----------------------------------------
Cynthia M. Butitta


/s/ Glen G. Possley                                           Director                           November 1, 2000
----------------------------------------
Glen G. Possley


                                                              Director
----------------------------------------
Henry C. Montgomery


</TABLE>



                                      II-5
<PAGE>   8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                    UNDER THE

                             SECURITIES ACT OF 1933


                          CATALYST SEMICONDUCTOR, INC.



<PAGE>   9

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT NUMBER           EXHIBIT
   --------------           -------
   <S>                <C>
          5.1         Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
         24.1         Power of Attorney is included on the signature page of this Registration Statement.
         99.1         Stock Option Plan.
         99.2         1993 Director Stock Option Plan.
         99.3         Catalyst Semiconductor, Inc Employee Stock Purchase Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f66650s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20865}]
{"company-data": {"conformed-name": "CATALYST SEMICONDUCTOR INC", "cik": "0000899636", "assigned-sic": "3674", "irs-number": "770083129", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49168", "film-number": "751848"}, "business-address": {"street1": "1250 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4085421000"}, "mail-address": {"street1": "1250 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
1

    As filed with the Securities and Exchange Commission on November 1, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              -------------------

                          CATALYST SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                        77-0083129
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)
1250 BORREGAS AVENUE, SUNNYVALE, CA 94089
               (Address of principal executive offices) (Zip Code)

                              -------------------

                 CATALYST SEMICONDUCTOR, INC. STOCK OPTION PLAN
          CATALYST SEMICONDUCTOR, INC. 1993 DIRECTOR STOCK OPTION PLAN
            CATALYST SEMICONDUCTOR, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                  RADU M. VANCO
                     President and Chief Executive Officer
                          CATALYST SEMICONDUCTOR, INC.
                   1250 Borregas Avenue, Sunnyvale, CA 94089
                     (Name and address of agent for service)
                                 (408) 542-1000
          (Telephone number, including area code, of agent for service)

                              -------------------

                                    Copy to:
                                   PETER COHN
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                                1020 Marsh Road
                              Menlo Park, CA 94025
                                 (650) 614-7400

                              -------------------
2

                         CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
       TITLE OF SECURITIES              AMOUNT           MAXIMUM            MAXIMUM
              TO BE                     TO BE         OFFERING PRICE       AGGREGATE                AMOUNT OF
            REGISTERED              REGISTERED(1)(2)   PER SHARE(3)     OFFERING PRICE(3)       REGISTRATION FEE
            ----------              ----------------   -------------    ------------------      ----------------
Common Stock, $0.001 par value           2,500,000         $1.54          $3,850,000               $1,016.40
(Stock Option Plan)
Common Stock, $0.001 par value             450,000         $1.54          $  693,000               $  182.95
(1993 Director Stock Option Plan)
Common Stock, $0.001 par value             500,000         $7.39          $3,695,000               $  975.48
(Employee Stock Purchase Plan)
---------------------------------   ----------------   -------------    ------------------      ----------------
TOTAL                                    3,450,000                                                 $2,147.83
(1)      Pursuant to Rule 429 of the 1933 Act, the Prospectus delivered to
         participants in connection with this Registration Statement is for use
         with respect to shares covered by Registration Statements Nos.
         333-62636, 333-10041 and 333-92449 and this Registration Statement and
         associated rights.
(2)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under any of the Plans by reason of
         any stock dividend, stock split, recapitalization or other similar
         transaction effected without the Registrant's receipt of consideration
         which results in an increase in the number of the Registrant's
         outstanding shares of Common Stock.
(3)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended (the "1933 Act"). With respect
         to 4,731,252 shares which are subject to outstanding options to
         purchase common stock of the Registrant under the referenced plans, the
         Proposed Maximum Offering Price Per Share was estimated pursuant to
         Rule 457(h) under which Rule the per share price of options to purchase
         stock under an employee stock option plan may be estimated by reference
         to the exercise price of such options. The weighted average exercise
         price of the 4,731,252 shares subject to outstanding options under the
         referenced plans to be registered is $1.54. With respect to 3,632,486
         shares of the Registrant's common stock available for future grant
         under the referenced plans, the Proposed Maximum Offering Price Per
         Share was estimated pursuant to Rule 457(c) whereby the per share price
         was determined by reference to the average between the high and low
         price reported in the Nasdaq Smallcap Market on October 19, 2000, which
         average was $ 7.39. The numbers referenced above in the column entitled
         "Proposed Maximum Aggregate Offering Price Per Share" represents a
         weighted average of the foregoing estimates calculated in accordance
         with Rules 457(h) and 457(c).

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
3

                               GENERAL INFORMATION

        This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement relating to the Stock Option Plan, 1993 Director Stock
Option Plan and 1998 Special Equity Incentive Plan has been previously filed.
Pursuant to Instruction E of the General Instructions to Form S-8, the contents
of the Registrant's Registration Statements on Form S-8 filed on May 11, 1993
(SEC File No. 333-62636), August 12, 1996 (SEC File No. 333-10041) and December
10, 1999 (SEC File No. 333-92449) are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

        a.      The Registrant's Annual Report on Form 10-K for the fiscal year
                ended April 30, 2000, filed with the Commission on July 27, 2000
                (with an amendment filed on August 2, 2000);

        b.      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended July 31, 2000, filed with the Commission on
                September 14, 2000; and

        c.      The Registrant's Registration Statement on Form 8-A filed with
                the Commission on March 24, 1993, which provides a description
                of the Registrant's Common Stock, including any amendments or
                reports filed for the purpose of updating such description.

        All documents subsequently filed pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

                                      II-1
4

Item 6. Indemnification of Directors and Officers

        Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") provides for the indemnification of directors, officers,
employees and other agents under certain circumstances. The Registrant's Bylaws
(the "Bylaws") require it to indemnify each of its officers and directors to the
fullest extent permitted by the Delaware Law against certain expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of Catalyst Semiconductor. In addition, the
Bylaws grant the Registrant the power to indemnify its employees and agents
under certain circumstances to the fullest extent permitted by Delaware Law
against certain expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an agent of Catalyst
Semiconductor.

        Article IX of the Registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware Law, the Registrant's
directors shall not be personally liable to Catalyst Semiconductor or the
Registrant's stockholders for monetary damages for breach of fiduciary duty as a
director.

        The Registrant maintains directors' and officers' liability insurance
policies insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Catalyst
Semiconductor under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.

        The Registrant has entered into indemnification agreements with its
officers and directors, pursuant to which the Registrant is obligated to
indemnify each officer and director against certain claims and expenses for
which the officer or director might be held liable.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits
Exhibit Number      Exhibit
  --------------      -------
5.1         Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
         24.1         Power of Attorney is included on the signature page of this Registration Statement.
         99.1         Stock Option Plan.
         99.2         1993 Director Stock Option Plan.
         99.3         Catalyst Semiconductor, Inc Employee Stock Purchase Plan.
Item 9. Undertakings

         A.       The Registrant hereby undertakes:

(1)  to file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement:

                                      II-2
5

        (i) to include any prospectus required by Section 10(a)(3) of the 1933
        Act;

        (ii) to reflect in the prospectus any facts or events arising after the
        effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

        (iii) to include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;

provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by Catalyst Semiconductor, Inc.
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference into this Registration Statement.

(2)  that for the purpose of determining any liability under the 1933 Act each
     such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.
(3)  to remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

         B. The Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference
into this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of Catalyst
Semiconductor, Inc. pursuant to the indemnification provisions summarized in
Item 6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Catalyst
Semiconductor, Inc. of expenses incurred or paid by a director, officer, or
controlling person of Catalyst Semiconductor, Inc. in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

                                      II-3
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California on this 1st day
of November 2000.

                                       CATALYST SEMICONDUCTOR, INC.
                                       (REGISTRANT)

                                       By: /s/ Radu M. Vanco
                                          --------------------------------------
                                          Radu M. Vanco
                                          President, Chief Executive Officer
                                          and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Radu M. Vanco, his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

                                      II-4
7

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES                                       TITLE                                   DATE
              ----------                                       -----                                   ----
/s/ Radu M. Vanco                         President, Chief Executive Officer                     November 1, 2000
----------------------------------------  (Principal Executive Officer) and Director
Radu M. Vanco

/s/ Thomas E. Gay III                     Vice President, Finance and Administration             November 1, 2000
----------------------------------------  and Chief Financial Officer (Principal Financial
Thomas E. Gay III                         Officer and Principal Accounting Officer)

/s/ Lionel M. Allan                                           Director                           November 1, 2000
----------------------------------------
Lionel M. Allan

/s/ Hideyuki Tanigami                                         Director                           November 1, 2000
----------------------------------------
Hideyuki Tanigami

/s/ Roland Duchatelet                                         Director                           November 1, 2000
----------------------------------------
Roland Duchatelet

/s/ Cynthia M. Butitta                                        Director                           November 1, 2000
----------------------------------------
Cynthia M. Butitta

/s/ Glen G. Possley                                           Director                           November 1, 2000
----------------------------------------
Glen G. Possley

                                                              Director
----------------------------------------
Henry C. Montgomery
II-5
8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                    UNDER THE

                             SECURITIES ACT OF 1933

                          CATALYST SEMICONDUCTOR, INC.
9

                                  EXHIBIT INDEX
EXHIBIT NUMBER           EXHIBIT
   --------------           -------
5.1         Opinion and Consent of Orrick, Herrington & Sutcliffe LLP.
         23.1         Consent of PricewaterhouseCoopers LLP, Independent Accountants.
         23.2         Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1.
         24.1         Power of Attorney is included on the signature page of this Registration Statement.
         99.1         Stock Option Plan.
         99.2         1993 Director Stock Option Plan.
         99.3         Catalyst Semiconductor, Inc Employee Stock Purchase Plan.