<PAGE>   1
    As filed with the Securities and Exchange Commission on December 8, 1999
                                                      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>
<CAPTION>
          DELAWARE                                        77-0083129
<S>                                            <C>
(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. 1998 SPECIAL EQUITY INCENTIVE 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
                                   ----------
                         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(3)       PER SHARE       OFFERING PRICE   REGISTRATION FEE
            ----------              -------------    --------------     --------------   ----------------
<S>                                 <C>              <C>                <C>              <C>
Common Stock, $0.001 par value       1,800,000(1)       $1.5385(2)         $1.7856(2)        $  848.52
(Stock Option Plan)

Common Stock, $0.001 par value         100,000(1)       $1.5385(2)         $1.7856(2)        $   47.14
(1993 Director Stock Option Plan)

Common Stock, $0.001 par value       3,500,000(1)       $3.5385(2)         $1.7856(2)        $1,649.89
(1998 Special Equity Incentive
Plan)
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans by

<PAGE>   2

     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.

(2)  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
     6,623,817 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 6,623,817
     shares subject to outstanding options under the referenced plans to be
     registered is $1.5385. With respect to 1,194,260 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 OTC Bulletin Board
     on December 6, 1999, which average was $3.1563. 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).

(3)  Pursuant to Rule 429 of the 1933 Act, the prospectus delivered to
     participants under the referenced plans also relates to an aggregate of
     3,520,000 shares previously registered under Form S-8 Registration Nos.
     333-62636 and 333-10041.

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

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

     Pursuant to Instruction E of the General Instructions to Form S-8, the
contents of the Registrant's Registration Statements on Form S-8 (SEC File No.
333-62636) filed on May 11, 1993 and (SEC File No. 333-10041) filed on August
12, 1996 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, 1999, filed with the Commission on August 2, 1999 (with
          amendments filed on August 30, 1999 and September 28, 1999);

     b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended July 31, 1999, filed with the Commission on September 15, 1999;

     c.   The Registrant's periodic Current Reports on Form 8-K filed with the
          Commission on May 21, 1999;

     d.   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; and

     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.

                                      II-1
<PAGE>   4

Item 5. Interests of Named Experts and Counsel

     Not applicable.

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>
    4            Instruments Defining the Rights of Stockholders. Reference is
                 made to Registrant's Registration Statement on Form 8-A,
                 together with the exhibits thereto, which are incorporated
                 herein by reference pursuant to Item 3(d).

    5            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.

    24           Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

    99.1         Catalyst Semiconductor, Inc. Stock Option Plan.

    99.2         Catalyst Semiconductor, Inc. 1993 Director Stock Option Plan.

    99.3         Catalyst Semiconductor, Inc. 1998 Special Equity Incentive Plan.
</TABLE>

                                      II-2
<PAGE>   5

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:

(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 8th day
of December 1999.

                                        CATALYST SEMICONDUCTOR, INC.

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

                                      II-4
<PAGE>   7

                                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 attorneys-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.


     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               December 8, 1999
-------------------------      (Principal Executive Officer) and Director
Radu M. Vanco


/s/ Thomas E. Gay III          Vice President, Finance and Administration       December 8, 1999
-------------------------      and Chief Financial Officer (Principal Financial
Thomas E. Gay III              Officer and Principal Accounting Officer)


/s/ Lionel M. Allan            Director                                         December 8, 1999
-------------------------
Lionel M. Allan


/s/ Hideyuki Tanigami          Director                                         December 8, 1999
-------------------------
Hideyuki Tanigami


/s/ Patrick Verderico          Director                                         December 8, 1999
-------------------------
Patrick Verderico
</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 NO.      EXHIBIT
-----------      -------
<S>              <C>
   4             Instruments Defining the Rights of Stockholders. Reference is made to
                 Registrant's Registration Statement on Form 8-A, together with the exhibits
                 thereto, which are incorporated herein by reference pursuant to Item 3(d).

   5             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.

   24            Power of Attorney. Reference is made to page II-5 of this Registration Statement.

   99.1          Catalyst Semiconductor, Inc. Stock Option Plan.

   99.2          Catalyst Semiconductor, Inc. 1993 Director Stock Option Plan.

   99.3          Catalyst Semiconductor, Inc. 1998 Special Equity Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20047}]
{"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": "333-92449", "film-number": "99771801"}, "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 December 8, 1999
                                                      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. 1998 SPECIAL EQUITY INCENTIVE 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
                                   ----------
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                                         PROPOSED          PROPOSED
       TITLE OF SECURITIES             AMOUNT            MAXIMUM           MAXIMUM
              TO BE                    TO BE         OFFERING PRICE        AGGREGATE        AMOUNT OF
            REGISTERED              REGISTERED(3)       PER SHARE       OFFERING PRICE   REGISTRATION FEE
            ----------              -------------    --------------     --------------   ----------------
Common Stock, $0.001 par value       1,800,000(1)       $1.5385(2)         $1.7856(2)        $  848.52
(Stock Option Plan)

Common Stock, $0.001 par value         100,000(1)       $1.5385(2)         $1.7856(2)        $   47.14
(1993 Director Stock Option Plan)

Common Stock, $0.001 par value       3,500,000(1)       $3.5385(2)         $1.7856(2)        $1,649.89
(1998 Special Equity Incentive
Plan)
---------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under any of the Plans by
2

     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.

(2)  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
     6,623,817 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 6,623,817
     shares subject to outstanding options under the referenced plans to be
     registered is $1.5385. With respect to 1,194,260 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 OTC Bulletin Board
     on December 6, 1999, which average was $3.1563. 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).

(3)  Pursuant to Rule 429 of the 1933 Act, the prospectus delivered to
     participants under the referenced plans also relates to an aggregate of
     3,520,000 shares previously registered under Form S-8 Registration Nos.
     333-62636 and 333-10041.

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

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

     Pursuant to Instruction E of the General Instructions to Form S-8, the
contents of the Registrant's Registration Statements on Form S-8 (SEC File No.
333-62636) filed on May 11, 1993 and (SEC File No. 333-10041) filed on August
12, 1996 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, 1999, filed with the Commission on August 2, 1999 (with
          amendments filed on August 30, 1999 and September 28, 1999);

     b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended July 31, 1999, filed with the Commission on September 15, 1999;

     c.   The Registrant's periodic Current Reports on Form 8-K filed with the
          Commission on May 21, 1999;

     d.   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; and

     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.

                                      II-1
4

Item 5. Interests of Named Experts and Counsel

     Not applicable.

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
--------------   -------
4            Instruments Defining the Rights of Stockholders. Reference is
                 made to Registrant's Registration Statement on Form 8-A,
                 together with the exhibits thereto, which are incorporated
                 herein by reference pursuant to Item 3(d).

    5            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.

    24           Power of Attorney.  Reference is made to page II-5 of this Registration Statement.

    99.1         Catalyst Semiconductor, Inc. Stock Option Plan.

    99.2         Catalyst Semiconductor, Inc. 1993 Director Stock Option Plan.

    99.3         Catalyst Semiconductor, Inc. 1998 Special Equity Incentive Plan.
II-2
5

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:

(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 8th day
of December 1999.

                                        CATALYST SEMICONDUCTOR, INC.

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

                                      II-4
7

                                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 attorneys-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.

     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               December 8, 1999
-------------------------      (Principal Executive Officer) and Director
Radu M. Vanco

/s/ Thomas E. Gay III          Vice President, Finance and Administration       December 8, 1999
-------------------------      and Chief Financial Officer (Principal Financial
Thomas E. Gay III              Officer and Principal Accounting Officer)

/s/ Lionel M. Allan            Director                                         December 8, 1999
-------------------------
Lionel M. Allan

/s/ Hideyuki Tanigami          Director                                         December 8, 1999
-------------------------
Hideyuki Tanigami

/s/ Patrick Verderico          Director                                         December 8, 1999
-------------------------
Patrick Verderico
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 NO.      EXHIBIT
-----------      -------
4             Instruments Defining the Rights of Stockholders. Reference is made to
                 Registrant's Registration Statement on Form 8-A, together with the exhibits
                 thereto, which are incorporated herein by reference pursuant to Item 3(d).

   5             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.

   24            Power of Attorney. Reference is made to page II-5 of this Registration Statement.

   99.1          Catalyst Semiconductor, Inc. Stock Option Plan.

   99.2          Catalyst Semiconductor, Inc. 1993 Director Stock Option Plan.

   99.3          Catalyst Semiconductor, Inc. 1998 Special Equity Incentive Plan.