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): October 29, 2004

                               LECROY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                    0-26634                 13-2507777
--------------------------------------------------------------------------------
 (State or other jurisdiction        (Commission            (I.R.S. Employer
      of incorporation)              File Number)           Identification No.)


        700 Chestnut Ridge Road
        Chestnut Ridge, New York                             10977
--------------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: 845-425-2000

                                      None
--------------------------------------------------------------------------------
         (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:

|_| 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 240.13a-4(c))



<PAGE>


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Background.

         On October 29, 2004, LeCroy Corporation ("LeCroy" or the "Company")
acquired 100% of the outstanding common stock of Computer Access Technology
Corporation ("CATC") for $6.00 per share, or approximately $81 million in net
cash. The acquisition was effected by the merger of Cobalt Acquisition
Corporation, a wholly-owned subsidiary of LeCroy ("Cobalt"), with and into CATC,
with CATC continuing as the surviving corporation and a wholly-owned subsidiary
of LeCroy (the "Merger"). At the effective time of the Merger, each share of
CATC common stock, par value $0.001 per share, issued and outstanding
immediately prior to such time was cancelled and converted into the right to
receive $6.00 in cash, without interest.

Employment Agreement with Mr. Napolitano.

         On September 1, 2004, LeCroy entered into an employment agreement with
Mr. Carmine Napolitano, the President and Chief Executive Officer of CATC, who
will serve as a Vice President of LeCroy and continue as President of CATC. The
employment agreement with Mr. Napolitano was amended on September 30, 2004 (as
amended, the "Employment Agreement"). The Employment Agreement became effective
upon completion of the Merger on October 29, 2004. Pursuant to the terms of the
Employment Agreement, Mr. Napolitano will receive an annual base salary of
$250,000 and a restricted stock grant for 50,000 shares of LeCroy common stock,
which will vest 100% on the fourth anniversary of the commencement date of Mr.
Napolitano's employment. (See description of 2004 Employment Inducement Stock
Plan below.) From the completion of the Merger until June 30, 2005, Mr.
Napolitano will also be eligible to receive a performance bonus of up to
$150,000. If Mr. Napolitano's employment is terminated by LeCroy for just cause,
he will be entitled to receive only that portion of his base salary and bonus
that has been earned but is unpaid on the termination date. If Mr. Napolitano's
employment is terminated by LeCroy without just cause or by Mr. Napolitano for
good reason, his stock options and restricted stock awards that would have
vested assuming monthly vesting (other than those subject to LeCroy's standard
four-year annual vesting schedule) and all of his CATC stock options assumed by
LeCroy in the Merger will vest and become immediately exercisable and he will be
entitled to receive that portion of his base salary and bonus that has been
earned but is unpaid on the termination date plus one year of base salary and
bonus and certain medical insurance benefits equivalent to those received by
LeCroy's most senior employees. If Mr. Napolitano's employment is terminated by
LeCroy for any reason other than just cause within 90 days prior to or two years
after an acquisition of 50% or more of LeCroy's voting stock or a sale of all or
substantially all of LeCroy's assets, all of his unvested stock options and
restricted stock awards will vest and become immediately exercisable and he will
be entitled to receive one and one-half years of base salary and bonus in
addition to the medical insurance benefits discussed in the preceding sentence.
Mr. Napolitano has additionally agreed not to solicit, retain or employ as a
consultant any person employed by LeCroy during the six months prior to his
termination. In connection with the Merger, Mr. Napolitano received $31,080 in
consideration for his 5,180 shares of CATC common stock and $686,842.95 in
consideration for his vested CATC stock options, and his unvested CATC stock
options to purchase 501,043 shares of CATC common stock were assumed by LeCroy
and converted into LeCroy stock

<PAGE>


options to purchase 178,621 shares of LeCroy common stock (with adjusted
exercise prices as described in response to Item 2.01 of this Report). The
description contained in this Item 1.01 of the terms and conditions of the
Employment Agreement is qualified in its entirety by reference to the full text
of the Employment Agreement and the amendment thereto, copies of which are
attached to this Report as Exhibits 10.1 and 10.2, respectively.

Triggering of Noncompetition Obligations.

         The completion of the Merger also triggered noncompetition clauses in
agreements between CATC and two of CATC's directors and/or officers, which
benefit LeCroy as the new parent of CATC. On August 31, 2004, CATC entered into
a Services Agreement with Mr. Dan Wilnai, a director of CATC prior to the
Merger, and an Employment Agreement with Mr. Peretz Tzarnotzky, CATC's Executive
Vice President of Engineering and a director of CATC prior to the Merger.
Pursuant to the terms of his services agreement, Mr. Wilnai has agreed not to
compete with CATC for a period of twenty-four months after consummation of the
Merger. Pursuant to the terms of his employment agreement, Mr. Tzarnotzky has
agreed not to compete with CATC for a period of twenty-four months after
consummation of the Merger. In connection with the Merger, Mr. Wilnai received
$21,357,258 in consideration for his 3,559,543 shares of CATC common stock, and
Mr. Tzarnotzky received an aggregate of $12,187,388 in consideration for his
2,022,023 shares of CATC common stock and vested CATC stock options to purchase
58,750 shares of CATC common stock. The description contained in this Item 1.01
of the terms and conditions of the services agreement with Mr. Wilnai and the
employment agreement with Mr. Tzarnotzky is qualified in its entirety by
reference to the full text of such agreements, copies of which are attached to
this Report as Exhibits 10.3 and 10.4, respectively.

2004 Employment Inducement Stock Plan.

         On October 29, 2004, LeCroy's Board of Directors approved the LeCroy
Corporation 2004 Employment Inducement Stock Plan (the "2004 Employment
Inducement Stock Plan"). The 2004 Employment Inducement Stock Plan has not been
approved by LeCroy's stockholders. The purpose of the 2004 Employment Inducement
Stock Plan is to promote the interests of LeCroy and its stockholders by
strengthening LeCroy's ability to attract and induce persons to become employees
of LeCroy, including certain of CATC's current employees. On October 29, 2004,
LeCroy issued the following grants under the 2004 Employment Inducement Stock
Plan: (i) 50,000 shares of restricted common stock to Mr. Napolitano; (ii)
20,000 shares of restricted common stock to Mr. Jason LeBeck, CATC's Vice
President, Chief Financial Officer and Secretary and, after the Merger, the Vice
President, Finance of LeCroy's Serial Data Division; and (iii) options to
purchase an aggregate of 230,984 shares of common stock to 61 former CATC
employees who are now non-officer employees of LeCroy (none of whom received an
option grant for more than 20,000 shares). The foregoing grants are described in
a press release issued by LeCroy on November 2, 2004, a copy of which is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

         The initial number of shares of LeCroy common stock that may be issued
or transferred pursuant to options or restricted stock awards under the 2004
Employment Inducement Stock Plan is 750,000 shares. The 2004 Employment
Inducement Stock Plan will be administered by

<PAGE>

the Compensation Committee of LeCroy's Board of Directors. The Compensation
Committee will determine and designate from time to time those eligible
potential employees who are to be granted options or restricted stock awards,
the type of each option to be granted and the number of shares covered thereby
or issuable upon exercise thereof, and the number of shares covered by each
restricted stock award. The description contained in this Item 1.01 of the terms
and conditions of the 2004 Employment Inducement Stock Plan is qualified in its
entirety by reference to the full text of the 2004 Employment Inducement Stock
Plan, a copy of which is attached to this Report as Exhibit 10.5.

Assumption of and Amendments to CATC Stock Plans.

         In connection with the Merger, LeCroy assumed CATC's 2000 Stock
Option/Stock Issuance Plan, Special 2000 Stock Option Plan, 2000 Stock Incentive
Plan and 1994 Stock Option Plan (collectively, the "CATC Stock Plans"). On
October 27, 2004, the Board of Directors of CATC approved technical amendments
to each of the CATC Stock Plans in anticipation of their assumption by LeCroy
pursuant to the Merger, including without limitation, amendments reflecting that
any stock option and other awards granted thereunder will be exercisable for
LeCroy common stock. The description contained in this Item 1.01 of the terms
and conditions of the CATC Stock Plans and the amendments thereto is qualified
in its entirety by reference to the full text of the CATC Stock Plans and the
amendments thereto, copies of which are attached to this Report as Exhibits 10.6
through 10.13, inclusive.

Credit Agreement.

         The information set forth under "Item 2.03. Creation of a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of
a Registrant" of this Report is incorporated herein by reference.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On October 29, 2004, LeCroy acquired 100% of the outstanding common
stock of CATC for $6.00 per share, or approximately $81 million in net cash. The
acquisition was effected, pursuant to an Agreement and Plan Of Merger among
LeCroy, Cobalt and CATC, dated as of September 1, 2004 (the "Merger Agreement"),
by the merger of Cobalt with and into CATC, with CATC continuing as the
surviving corporation and a wholly-owned subsidiary of LeCroy. At the effective
time of the Merger, each share of CATC common stock, par value $0.001 per share,
issued and outstanding immediately prior to such time was cancelled and
converted into the right to receive $6.00 in cash, without interest.

         Under the Merger Agreement, each outstanding:

          (i)     vested option with an exercise price of less than $6.00 per
                  share granted under (A) CATC's 2000 Stock Option/Stock
                  Issuance Plan, Special 2000 Stock Option Plan and 2000 Stock
                  Incentive Plan and (B) CATC's 1994 Stock Option Plan (at the
                  holder's discretion), and

<PAGE>

         (ii)     option (whether vested or not) with an exercise price of less
                  than $6.00 per share granted under the Automatic Director
                  Option Grant Program of CATC's 2000 Stock Incentive Plan,

was cancelled in consideration of payment to the holder thereof equal to $6.00
less the exercise price of the option multiplied by the number of shares of
common stock issuable upon exercise immediately prior to completion of the
Merger. In addition, LeCroy assumed all outstanding unvested options granted
under CATC's 2000 Stock Option/Stock Issuance Plan, Special 2000 Stock Option
Plan and 2000 Stock Incentive Plan (except for outstanding options under the
Automatic Director Option Grant Program) and all other outstanding options
granted under CATC's 1994 Stock Option Plan upon the same terms and conditions
governing such options under such CATC plans, except that each such option will
be exercisable for an adjusted number of shares of LeCroy common stock at an
adjusted exercise price per share.

         LeCroy funded the cash-related transaction costs of the Merger through
a combination of its existing cash and $50 million of term debt, which is part
of a $75 million credit facility that is underwritten by The Bank of New York,
as discussed below in response to Item 2.03 of this Report. Approval of the
Merger by CATC's stockholders was obtained at a special meeting held on October
27, 2004.

         The description contained in this Item 2.01 of the terms and conditions
of the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is attached to this Report as
Exhibit 2.1. The completion of the Merger is described in a press release issued
by LeCroy on October 29, 2004, a copy of which is attached hereto as Exhibit
99.2 and is hereby incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

         On October 29, 2004, LeCroy entered into a $75,000,000 senior, secured,
five-year credit agreement with the lenders listed therein and The Bank of New
York, as administrative agent for such lenders (the "Credit Agreement"), which
replaced LeCroy's existing credit facility with The Bank of New York that was
entered into on October 11, 2000 and subsequently amended. BNY Capital Markets,
Inc. is acting as sole lead arranger and sole book runner in connection with
syndicating the credit facility. The terms of the Credit Agreement provide
LeCroy with a $50,000,000 term loan and a $25,000,000 revolving credit facility,
which includes a $1,000,000 swingline loan subfacility and a $1,000,000 letter
of credit subfacility. The performance by LeCroy of its obligations under the
Credit Agreement is secured by all of the assets of LeCroy and its domestic
subsidiaries, and is guaranteed by LeCroy's domestic subsidiaries.

         The proceeds of borrowings under the Credit Agreement have been and
will be used to finance the acquisition of CATC, pay transaction expenses
related to the Merger, and for general corporate purposes, including the
financing of working capital requirements, capital expenditures and
acquisitions.

<PAGE>

         Borrowings under the Agreement will bear interest at variable rates
equal to, at LeCroy's election, (1) the higher of (a) the prime rate or (b) the
federal funds rate plus 0.5% plus an applicable margin based on LeCroy's
leverage ratio or (2) LIBOR plus an applicable margin based on LeCroy's leverage
ratio.. In addition, LeCroy must pay commitment fees during the term of the
Credit Agreement at rates dependent on LeCroy's leverage ratio.

         The Credit Agreement contains, among other things, conditions
precedent, covenants, representations and warranties and events of default
customary for facilities of this size, type and purpose. Negative covenants
include certain restrictions or limitations on, among other things, the
incurrence of indebtedness; liens; investments, loans and advances; restricted
payments, including dividends and stock repurchases; consolidations and mergers;
sales of assets (subject to customary exceptions for sales of inventory in the
ordinary course and sales of equipment in connection with the replacement
thereof in the ordinary course); and sale and leaseback transactions.
Affirmative covenants include covenants regarding, among other things, financial
reporting and LeCroy's leverage ratio, fixed charge coverage ratio, interest
coverage ratio, net worth and capital expenditures.

         The Credit Agreement will expire on October 29, 2009, at which time all
outstanding amounts under the Credit Agreement will be due and payable. Under
certain conditions the lending commitments under the Credit Agreement may be
terminated by the lenders and amounts outstanding under the Credit Agreement may
be accelerated. Bankruptcy and insolvency events with respect to LeCroy or any
of its subsidiaries will result in an automatic termination of lending
commitments and acceleration of the indebtedness under the Credit Agreement.
Subject to notice and cure periods in certain cases, other events of default
under the Credit Agreement will result in termination of lending commitments and
acceleration of indebtedness under the Credit Agreement at the option of the
lenders. Such other events of default include failure to pay any principal when
due, failure to comply with covenants, breach of representations or warranties
in any material respect, non-payment or acceleration of other material debt of
LeCroy and its subsidiaries, ERISA problems, judgments in excess of certain
material amounts or a change of control of LeCroy.

         With respect to the other parties to the Credit Agreement, LeCroy has
or may have had customary banking relationships based on the provision of a
variety of financial services, including pension fund, cash management,
investment banking, and equipment financing and leasing services, none of which
are material individually or in the aggregate with respect to any individual
party. BNY Capital Markets, Inc. also acted as LeCroy's advisor in connection
with the Merger.

         The description contained in this Item 2.03 of the terms and conditions
of the Credit Agreement is qualified in its entirety by reference to the full
text of the Credit Agreement, a copy of which is attached to this Report as
Exhibit 10.14.

<PAGE>

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

         On October 29, 2004, in connection with the Merger, Carmine Napolitano,
President and Chief Executive Officer of CATC, became a Vice President of
LeCroy. Mr. Napolitano will remain President of CATC, which survived the Merger
as a wholly-owned subsidiary of LeCroy. The terms of Mr. Napolitano's employment
with LeCroy will be governed by the Employment Agreement described in response
to Item 1.01 of this Report. In connection with the Merger, Mr. Napolitano
received $31,080 in consideration for his 5,180 shares of CATC common stock and
$686,842.95 in consideration for his vested CATC stock options, and his unvested
CATC stock options to purchase 501,043 shares of CATC common stock were assumed
by LeCroy and converted into LeCroy stock options to purchase 178,621 shares of
LeCroy common stock (with adjusted exercise prices as described in response to
Item 2.01 of this Report).

         Carmine Napolitano, age 36, has served as the President and Chief
Executive Officer of CATC since July 2004, as President, Chief Financial Officer
and Secretary of CATC from November 2003 to July 2004, and as Vice President,
Chief Financial Officer and Secretary of CATC from September 2002 to November
2003. Mr. Napolitano also served on the board of directors of CATC from July
2004 until October 29, 2004. Prior to joining CATC, from August 1995 to August
2002, Mr. Napolitano served as Vice President of Finance & Administration and
Chief Financial Officer of Centric Software, a leader in collaborative product
development software. Mr. Napolitano received a B.S. in Mechanical Engineering
from the University of California, Santa Barbara and a M.B.A. in Finance from
New York University.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements of Business Acquired. The acquired business
financial statements will be filed within 71 days after the last date that this
Report must be filed with the Securities and Exchange Commission.

         (b) Pro Forma Financial Information. The pro forma financial
information will be filed within 71 days after the last date that this Report
must be filed with the Securities and Exchange Commission.

         (c) Exhibits.

      Exhibit No.             Description
      -----------             -----------
         2.1      Agreement And Plan Of Merger Among the Registrant, Cobalt
                  Acquisition Corporation and Computer Access Technology
                  Corporation, dated as of September 1, 2004, incorporated by
                  reference to the Registrant's Form 8-K filed with the SEC on
                  September 2, 2004.

         10.1     Employment Agreement, dated September 1, 2004, between the
                  Registrant and Mr. Carmine Napolitano.

         10.2     Amendment No. 1 to Employment Agreement, dated September 30,
                  2004, between the Registrant and Mr. Carmine Napolitano.

<PAGE>

         10.3     Services Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Dan Wilnai.

         10.4     Employment Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Peretz Tzarnotzky.

         10.5     LeCroy Corporation 2004 Employment Inducement Stock Plan.

         10.6     Computer Access Technology Corporation 2000 Stock Option/Stock
                  Issuance Plan.

         10.7     Computer Access Technology Corporation Special 2000 Stock
                  Option Plan.

         10.8     Computer Access Technology Corporation 2000 Stock Incentive
                  Plan.

         10.9     Computer Access Technology Corporation 1994 Stock Option Plan.

         10.10    Amendments to Computer Access Technology Corporation 2000
                  Stock Option/Stock Issuance Plan, effective October 29, 2004.

         10.11    Amendments to Computer Access Technology Corporation Special
                  2000 Stock Option Plan, effective October 29, 2004.

         10.12    Amendments to Computer Access Technology Corporation 2000
                  Stock Incentive Plan, effective October 29, 2004.

         10.13    Amendments to Computer Access Technology Corporation 1994
                  Stock Option Plan, effective October 29, 2004.

         10.14    Credit Agreement, dated as of October 29, 2004, among the
                  Registrant, the Lenders listed therein and The Bank of New
                  York, as Administrative Agent.

         99.1     Press release dated November 2, 2004 with respect to grants
                  under the LeCroy Corporation 2004 Employment Inducement Stock
                  Plan.

         99.2     Press release dated October 29, 2004 with respect to the
                  completion of the Registrant's acquisition of Computer Access
                  Technology Corporation.


<PAGE>



                                   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.


                                     LeCROY CORPORATION

 Dated: November 2, 2004             By: /s/ Scott D. Kantor
                                         ---------------------------------
                                         Scott D. Kantor
                                         Vice President-Finance, Chief Financial
                                         Officer, Secretary and Treasurer





<PAGE>



                                  EXHIBIT INDEX

      EXHIBIT NO.                     DESCRIPTION
     ------------ --------------------------------------------------------------

         2.1      Agreement And Plan Of Merger Among the Registrant, Cobalt
                  Acquisition Corporation and Computer Access Technology
                  Corporation, dated as of September 1, 2004, incorporated by
                  reference to the Registrant's Form 8-K filed with the SEC on
                  September 2, 2004.

         10.1     Employment Agreement, dated September 1, 2004, between the
                  Registrant and Mr. Carmine Napolitano.

         10.2     Amendment No. 1 to Employment Agreement, dated September 30,
                  2004, between the Registrant and Mr. Carmine Napolitano.

         10.3     Services Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Dan Wilnai.

         10.4     Employment Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Peretz Tzarnotzky.

         10.5     LeCroy Corporation 2004 Employment Inducement Stock Plan.

         10.6     Computer Access Technology Corporation 2000 Stock Option/Stock
                  Issuance Plan.

         10.7     Computer Access Technology Corporation Special 2000 Stock
                  Option Plan.

         10.8     Computer Access Technology Corporation 2000 Stock Incentive
                  Plan.

         10.9     Computer Access Technology Corporation 1994 Stock Option Plan.

         10.10    Amendments to Computer Access Technology Corporation 2000
                  Stock Option/Stock Issuance Plan, effective October 29, 2004.

         10.11    Amendments to Computer Access Technology Corporation Special
                  2000 Stock Option Plan, effective October 29, 2004.

         10.12    Amendments to Computer Access Technology Corporation 2000
                  Stock Incentive Plan, effective October 29, 2004.

         10.13    Amendments to Computer Access Technology Corporation 1994
                  Stock Option Plan, effective October 29, 2004.

         10.14    Credit Agreement, dated as of October 29, 2004, among the
                  Registrant, the Lenders listed therein and The Bank of New
                  York, as Administrative Agent.

         99.1     Press release dated November 2, 2004 with respect to grants
                  under the LeCroy Corporation 2004 Employment Inducement Stock
                  Plan.

         99.2     Press release dated October 29, 2004 with respect to the
                  completion of the Registrant's acquisition of Computer Access
                  Technology Corporation.
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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): October 29, 2004

                               LECROY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                    0-26634                 13-2507777
--------------------------------------------------------------------------------
 (State or other jurisdiction        (Commission            (I.R.S. Employer
      of incorporation)              File Number)           Identification No.)

        700 Chestnut Ridge Road
        Chestnut Ridge, New York                             10977
--------------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: 845-425-2000

                                      None
--------------------------------------------------------------------------------
         (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:

|_| 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 240.13a-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Background.

         On October 29, 2004, LeCroy Corporation ("LeCroy" or the "Company")
acquired 100% of the outstanding common stock of Computer Access Technology
Corporation ("CATC") for $6.00 per share, or approximately $81 million in net
cash. The acquisition was effected by the merger of Cobalt Acquisition
Corporation, a wholly-owned subsidiary of LeCroy ("Cobalt"), with and into CATC,
with CATC continuing as the surviving corporation and a wholly-owned subsidiary
of LeCroy (the "Merger"). At the effective time of the Merger, each share of
CATC common stock, par value $0.001 per share, issued and outstanding
immediately prior to such time was cancelled and converted into the right to
receive $6.00 in cash, without interest.

Employment Agreement with Mr. Napolitano.

         On September 1, 2004, LeCroy entered into an employment agreement with
Mr. Carmine Napolitano, the President and Chief Executive Officer of CATC, who
will serve as a Vice President of LeCroy and continue as President of CATC. The
employment agreement with Mr. Napolitano was amended on September 30, 2004 (as
amended, the "Employment Agreement"). The Employment Agreement became effective
upon completion of the Merger on October 29, 2004. Pursuant to the terms of the
Employment Agreement, Mr. Napolitano will receive an annual base salary of
$250,000 and a restricted stock grant for 50,000 shares of LeCroy common stock,
which will vest 100% on the fourth anniversary of the commencement date of Mr.
Napolitano's employment. (See description of 2004 Employment Inducement Stock
Plan below.) From the completion of the Merger until June 30, 2005, Mr.
Napolitano will also be eligible to receive a performance bonus of up to
$150,000. If Mr. Napolitano's employment is terminated by LeCroy for just cause,
he will be entitled to receive only that portion of his base salary and bonus
that has been earned but is unpaid on the termination date. If Mr. Napolitano's
employment is terminated by LeCroy without just cause or by Mr. Napolitano for
good reason, his stock options and restricted stock awards that would have
vested assuming monthly vesting (other than those subject to LeCroy's standard
four-year annual vesting schedule) and all of his CATC stock options assumed by
LeCroy in the Merger will vest and become immediately exercisable and he will be
entitled to receive that portion of his base salary and bonus that has been
earned but is unpaid on the termination date plus one year of base salary and
bonus and certain medical insurance benefits equivalent to those received by
LeCroy's most senior employees. If Mr. Napolitano's employment is terminated by
LeCroy for any reason other than just cause within 90 days prior to or two years
after an acquisition of 50% or more of LeCroy's voting stock or a sale of all or
substantially all of LeCroy's assets, all of his unvested stock options and
restricted stock awards will vest and become immediately exercisable and he will
be entitled to receive one and one-half years of base salary and bonus in
addition to the medical insurance benefits discussed in the preceding sentence.
Mr. Napolitano has additionally agreed not to solicit, retain or employ as a
consultant any person employed by LeCroy during the six months prior to his
termination. In connection with the Merger, Mr. Napolitano received $31,080 in
consideration for his 5,180 shares of CATC common stock and $686,842.95 in
consideration for his vested CATC stock options, and his unvested CATC stock
options to purchase 501,043 shares of CATC common stock were assumed by LeCroy
and converted into LeCroy stock
options to purchase 178,621 shares of LeCroy common stock (with adjusted
exercise prices as described in response to Item 2.01 of this Report). The
description contained in this Item 1.01 of the terms and conditions of the
Employment Agreement is qualified in its entirety by reference to the full text
of the Employment Agreement and the amendment thereto, copies of which are
attached to this Report as Exhibits 10.1 and 10.2, respectively.

Triggering of Noncompetition Obligations.

         The completion of the Merger also triggered noncompetition clauses in
agreements between CATC and two of CATC's directors and/or officers, which
benefit LeCroy as the new parent of CATC. On August 31, 2004, CATC entered into
a Services Agreement with Mr. Dan Wilnai, a director of CATC prior to the
Merger, and an Employment Agreement with Mr. Peretz Tzarnotzky, CATC's Executive
Vice President of Engineering and a director of CATC prior to the Merger.
Pursuant to the terms of his services agreement, Mr. Wilnai has agreed not to
compete with CATC for a period of twenty-four months after consummation of the
Merger. Pursuant to the terms of his employment agreement, Mr. Tzarnotzky has
agreed not to compete with CATC for a period of twenty-four months after
consummation of the Merger. In connection with the Merger, Mr. Wilnai received
$21,357,258 in consideration for his 3,559,543 shares of CATC common stock, and
Mr. Tzarnotzky received an aggregate of $12,187,388 in consideration for his
2,022,023 shares of CATC common stock and vested CATC stock options to purchase
58,750 shares of CATC common stock. The description contained in this Item 1.01
of the terms and conditions of the services agreement with Mr. Wilnai and the
employment agreement with Mr. Tzarnotzky is qualified in its entirety by
reference to the full text of such agreements, copies of which are attached to
this Report as Exhibits 10.3 and 10.4, respectively.

2004 Employment Inducement Stock Plan.

         On October 29, 2004, LeCroy's Board of Directors approved the LeCroy
Corporation 2004 Employment Inducement Stock Plan (the "2004 Employment
Inducement Stock Plan"). The 2004 Employment Inducement Stock Plan has not been
approved by LeCroy's stockholders. The purpose of the 2004 Employment Inducement
Stock Plan is to promote the interests of LeCroy and its stockholders by
strengthening LeCroy's ability to attract and induce persons to become employees
of LeCroy, including certain of CATC's current employees. On October 29, 2004,
LeCroy issued the following grants under the 2004 Employment Inducement Stock
Plan: (i) 50,000 shares of restricted common stock to Mr. Napolitano; (ii)
20,000 shares of restricted common stock to Mr. Jason LeBeck, CATC's Vice
President, Chief Financial Officer and Secretary and, after the Merger, the Vice
President, Finance of LeCroy's Serial Data Division; and (iii) options to
purchase an aggregate of 230,984 shares of common stock to 61 former CATC
employees who are now non-officer employees of LeCroy (none of whom received an
option grant for more than 20,000 shares). The foregoing grants are described in
a press release issued by LeCroy on November 2, 2004, a copy of which is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

         The initial number of shares of LeCroy common stock that may be issued
or transferred pursuant to options or restricted stock awards under the 2004
Employment Inducement Stock Plan is 750,000 shares. The 2004 Employment
Inducement Stock Plan will be administered by
the Compensation Committee of LeCroy's Board of Directors. The Compensation
Committee will determine and designate from time to time those eligible
potential employees who are to be granted options or restricted stock awards,
the type of each option to be granted and the number of shares covered thereby
or issuable upon exercise thereof, and the number of shares covered by each
restricted stock award. The description contained in this Item 1.01 of the terms
and conditions of the 2004 Employment Inducement Stock Plan is qualified in its
entirety by reference to the full text of the 2004 Employment Inducement Stock
Plan, a copy of which is attached to this Report as Exhibit 10.5.

Assumption of and Amendments to CATC Stock Plans.

         In connection with the Merger, LeCroy assumed CATC's 2000 Stock
Option/Stock Issuance Plan, Special 2000 Stock Option Plan, 2000 Stock Incentive
Plan and 1994 Stock Option Plan (collectively, the "CATC Stock Plans"). On
October 27, 2004, the Board of Directors of CATC approved technical amendments
to each of the CATC Stock Plans in anticipation of their assumption by LeCroy
pursuant to the Merger, including without limitation, amendments reflecting that
any stock option and other awards granted thereunder will be exercisable for
LeCroy common stock. The description contained in this Item 1.01 of the terms
and conditions of the CATC Stock Plans and the amendments thereto is qualified
in its entirety by reference to the full text of the CATC Stock Plans and the
amendments thereto, copies of which are attached to this Report as Exhibits 10.6
through 10.13, inclusive.

Credit Agreement.

         The information set forth under "Item 2.03. Creation of a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of
a Registrant" of this Report is incorporated herein by reference.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On October 29, 2004, LeCroy acquired 100% of the outstanding common
stock of CATC for $6.00 per share, or approximately $81 million in net cash. The
acquisition was effected, pursuant to an Agreement and Plan Of Merger among
LeCroy, Cobalt and CATC, dated as of September 1, 2004 (the "Merger Agreement"),
by the merger of Cobalt with and into CATC, with CATC continuing as the
surviving corporation and a wholly-owned subsidiary of LeCroy. At the effective
time of the Merger, each share of CATC common stock, par value $0.001 per share,
issued and outstanding immediately prior to such time was cancelled and
converted into the right to receive $6.00 in cash, without interest.

         Under the Merger Agreement, each outstanding:

          (i)     vested option with an exercise price of less than $6.00 per
                  share granted under (A) CATC's 2000 Stock Option/Stock
                  Issuance Plan, Special 2000 Stock Option Plan and 2000 Stock
                  Incentive Plan and (B) CATC's 1994 Stock Option Plan (at the
                  holder's discretion), and
(ii)     option (whether vested or not) with an exercise price of less
                  than $6.00 per share granted under the Automatic Director
                  Option Grant Program of CATC's 2000 Stock Incentive Plan,

was cancelled in consideration of payment to the holder thereof equal to $6.00
less the exercise price of the option multiplied by the number of shares of
common stock issuable upon exercise immediately prior to completion of the
Merger. In addition, LeCroy assumed all outstanding unvested options granted
under CATC's 2000 Stock Option/Stock Issuance Plan, Special 2000 Stock Option
Plan and 2000 Stock Incentive Plan (except for outstanding options under the
Automatic Director Option Grant Program) and all other outstanding options
granted under CATC's 1994 Stock Option Plan upon the same terms and conditions
governing such options under such CATC plans, except that each such option will
be exercisable for an adjusted number of shares of LeCroy common stock at an
adjusted exercise price per share.

         LeCroy funded the cash-related transaction costs of the Merger through
a combination of its existing cash and $50 million of term debt, which is part
of a $75 million credit facility that is underwritten by The Bank of New York,
as discussed below in response to Item 2.03 of this Report. Approval of the
Merger by CATC's stockholders was obtained at a special meeting held on October
27, 2004.

         The description contained in this Item 2.01 of the terms and conditions
of the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is attached to this Report as
Exhibit 2.1. The completion of the Merger is described in a press release issued
by LeCroy on October 29, 2004, a copy of which is attached hereto as Exhibit
99.2 and is hereby incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

         On October 29, 2004, LeCroy entered into a $75,000,000 senior, secured,
five-year credit agreement with the lenders listed therein and The Bank of New
York, as administrative agent for such lenders (the "Credit Agreement"), which
replaced LeCroy's existing credit facility with The Bank of New York that was
entered into on October 11, 2000 and subsequently amended. BNY Capital Markets,
Inc. is acting as sole lead arranger and sole book runner in connection with
syndicating the credit facility. The terms of the Credit Agreement provide
LeCroy with a $50,000,000 term loan and a $25,000,000 revolving credit facility,
which includes a $1,000,000 swingline loan subfacility and a $1,000,000 letter
of credit subfacility. The performance by LeCroy of its obligations under the
Credit Agreement is secured by all of the assets of LeCroy and its domestic
subsidiaries, and is guaranteed by LeCroy's domestic subsidiaries.

         The proceeds of borrowings under the Credit Agreement have been and
will be used to finance the acquisition of CATC, pay transaction expenses
related to the Merger, and for general corporate purposes, including the
financing of working capital requirements, capital expenditures and
acquisitions.
Borrowings under the Agreement will bear interest at variable rates
equal to, at LeCroy's election, (1) the higher of (a) the prime rate or (b) the
federal funds rate plus 0.5% plus an applicable margin based on LeCroy's
leverage ratio or (2) LIBOR plus an applicable margin based on LeCroy's leverage
ratio.. In addition, LeCroy must pay commitment fees during the term of the
Credit Agreement at rates dependent on LeCroy's leverage ratio.

         The Credit Agreement contains, among other things, conditions
precedent, covenants, representations and warranties and events of default
customary for facilities of this size, type and purpose. Negative covenants
include certain restrictions or limitations on, among other things, the
incurrence of indebtedness; liens; investments, loans and advances; restricted
payments, including dividends and stock repurchases; consolidations and mergers;
sales of assets (subject to customary exceptions for sales of inventory in the
ordinary course and sales of equipment in connection with the replacement
thereof in the ordinary course); and sale and leaseback transactions.
Affirmative covenants include covenants regarding, among other things, financial
reporting and LeCroy's leverage ratio, fixed charge coverage ratio, interest
coverage ratio, net worth and capital expenditures.

         The Credit Agreement will expire on October 29, 2009, at which time all
outstanding amounts under the Credit Agreement will be due and payable. Under
certain conditions the lending commitments under the Credit Agreement may be
terminated by the lenders and amounts outstanding under the Credit Agreement may
be accelerated. Bankruptcy and insolvency events with respect to LeCroy or any
of its subsidiaries will result in an automatic termination of lending
commitments and acceleration of the indebtedness under the Credit Agreement.
Subject to notice and cure periods in certain cases, other events of default
under the Credit Agreement will result in termination of lending commitments and
acceleration of indebtedness under the Credit Agreement at the option of the
lenders. Such other events of default include failure to pay any principal when
due, failure to comply with covenants, breach of representations or warranties
in any material respect, non-payment or acceleration of other material debt of
LeCroy and its subsidiaries, ERISA problems, judgments in excess of certain
material amounts or a change of control of LeCroy.

         With respect to the other parties to the Credit Agreement, LeCroy has
or may have had customary banking relationships based on the provision of a
variety of financial services, including pension fund, cash management,
investment banking, and equipment financing and leasing services, none of which
are material individually or in the aggregate with respect to any individual
party. BNY Capital Markets, Inc. also acted as LeCroy's advisor in connection
with the Merger.

         The description contained in this Item 2.03 of the terms and conditions
of the Credit Agreement is qualified in its entirety by reference to the full
text of the Credit Agreement, a copy of which is attached to this Report as
Exhibit 10.14.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

         On October 29, 2004, in connection with the Merger, Carmine Napolitano,
President and Chief Executive Officer of CATC, became a Vice President of
LeCroy. Mr. Napolitano will remain President of CATC, which survived the Merger
as a wholly-owned subsidiary of LeCroy. The terms of Mr. Napolitano's employment
with LeCroy will be governed by the Employment Agreement described in response
to Item 1.01 of this Report. In connection with the Merger, Mr. Napolitano
received $31,080 in consideration for his 5,180 shares of CATC common stock and
$686,842.95 in consideration for his vested CATC stock options, and his unvested
CATC stock options to purchase 501,043 shares of CATC common stock were assumed
by LeCroy and converted into LeCroy stock options to purchase 178,621 shares of
LeCroy common stock (with adjusted exercise prices as described in response to
Item 2.01 of this Report).

         Carmine Napolitano, age 36, has served as the President and Chief
Executive Officer of CATC since July 2004, as President, Chief Financial Officer
and Secretary of CATC from November 2003 to July 2004, and as Vice President,
Chief Financial Officer and Secretary of CATC from September 2002 to November
2003. Mr. Napolitano also served on the board of directors of CATC from July
2004 until October 29, 2004. Prior to joining CATC, from August 1995 to August
2002, Mr. Napolitano served as Vice President of Finance & Administration and
Chief Financial Officer of Centric Software, a leader in collaborative product
development software. Mr. Napolitano received a B.S. in Mechanical Engineering
from the University of California, Santa Barbara and a M.B.A. in Finance from
New York University.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements of Business Acquired. The acquired business
financial statements will be filed within 71 days after the last date that this
Report must be filed with the Securities and Exchange Commission.

         (b) Pro Forma Financial Information. The pro forma financial
information will be filed within 71 days after the last date that this Report
must be filed with the Securities and Exchange Commission.

         (c) Exhibits.

      Exhibit No.             Description
      -----------             -----------
         2.1      Agreement And Plan Of Merger Among the Registrant, Cobalt
                  Acquisition Corporation and Computer Access Technology
                  Corporation, dated as of September 1, 2004, incorporated by
                  reference to the Registrant's Form 8-K filed with the SEC on
                  September 2, 2004.

         10.1     Employment Agreement, dated September 1, 2004, between the
                  Registrant and Mr. Carmine Napolitano.

         10.2     Amendment No. 1 to Employment Agreement, dated September 30,
                  2004, between the Registrant and Mr. Carmine Napolitano.
10.3     Services Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Dan Wilnai.

         10.4     Employment Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Peretz Tzarnotzky.

         10.5     LeCroy Corporation 2004 Employment Inducement Stock Plan.

         10.6     Computer Access Technology Corporation 2000 Stock Option/Stock
                  Issuance Plan.

         10.7     Computer Access Technology Corporation Special 2000 Stock
                  Option Plan.

         10.8     Computer Access Technology Corporation 2000 Stock Incentive
                  Plan.

         10.9     Computer Access Technology Corporation 1994 Stock Option Plan.

         10.10    Amendments to Computer Access Technology Corporation 2000
                  Stock Option/Stock Issuance Plan, effective October 29, 2004.

         10.11    Amendments to Computer Access Technology Corporation Special
                  2000 Stock Option Plan, effective October 29, 2004.

         10.12    Amendments to Computer Access Technology Corporation 2000
                  Stock Incentive Plan, effective October 29, 2004.

         10.13    Amendments to Computer Access Technology Corporation 1994
                  Stock Option Plan, effective October 29, 2004.

         10.14    Credit Agreement, dated as of October 29, 2004, among the
                  Registrant, the Lenders listed therein and The Bank of New
                  York, as Administrative Agent.

         99.1     Press release dated November 2, 2004 with respect to grants
                  under the LeCroy Corporation 2004 Employment Inducement Stock
                  Plan.

         99.2     Press release dated October 29, 2004 with respect to the
                  completion of the Registrant's acquisition of Computer Access
                  Technology Corporation.
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.

                                     LeCROY CORPORATION

 Dated: November 2, 2004             By: /s/ Scott D. Kantor
                                         ---------------------------------
                                         Scott D. Kantor
                                         Vice President-Finance, Chief Financial
                                         Officer, Secretary and Treasurer
EXHIBIT INDEX

      EXHIBIT NO.                     DESCRIPTION
     ------------ --------------------------------------------------------------

         2.1      Agreement And Plan Of Merger Among the Registrant, Cobalt
                  Acquisition Corporation and Computer Access Technology
                  Corporation, dated as of September 1, 2004, incorporated by
                  reference to the Registrant's Form 8-K filed with the SEC on
                  September 2, 2004.

         10.1     Employment Agreement, dated September 1, 2004, between the
                  Registrant and Mr. Carmine Napolitano.

         10.2     Amendment No. 1 to Employment Agreement, dated September 30,
                  2004, between the Registrant and Mr. Carmine Napolitano.

         10.3     Services Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Dan Wilnai.

         10.4     Employment Agreement, dated August 31, 2004, between Computer
                  Access Technology Corporation and Mr. Peretz Tzarnotzky.

         10.5     LeCroy Corporation 2004 Employment Inducement Stock Plan.

         10.6     Computer Access Technology Corporation 2000 Stock Option/Stock
                  Issuance Plan.

         10.7     Computer Access Technology Corporation Special 2000 Stock
                  Option Plan.

         10.8     Computer Access Technology Corporation 2000 Stock Incentive
                  Plan.

         10.9     Computer Access Technology Corporation 1994 Stock Option Plan.

         10.10    Amendments to Computer Access Technology Corporation 2000
                  Stock Option/Stock Issuance Plan, effective October 29, 2004.

         10.11    Amendments to Computer Access Technology Corporation Special
                  2000 Stock Option Plan, effective October 29, 2004.

         10.12    Amendments to Computer Access Technology Corporation 2000
                  Stock Incentive Plan, effective October 29, 2004.

         10.13    Amendments to Computer Access Technology Corporation 1994
                  Stock Option Plan, effective October 29, 2004.

         10.14    Credit Agreement, dated as of October 29, 2004, among the
                  Registrant, the Lenders listed therein and The Bank of New
                  York, as Administrative Agent.

         99.1     Press release dated November 2, 2004 with respect to grants
                  under the LeCroy Corporation 2004 Employment Inducement Stock
                  Plan.

         99.2     Press release dated October 29, 2004 with respect to the
                  completion of the Registrant's acquisition of Computer Access
                  Technology Corporation.