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: February 24, 2004


                               Semtech Corporation
             (Exact name of registrant as specified in its charter)


       Delaware                      1-6395                95-2119684
(State or other jurisdiction of      (Commission          (IRS Employer
 incorporation or organization)      File Number)       Identification No.)


200 Flynn Road
Camarillo, California                                          93012-8790
(Address of Principal Executive Offices)                       (Zip Code)


                                 (805) 498-2111
              (Registrant's telephone number, including area code)





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Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c)  Exhibits

Exhibit 99.1 Press Release of the Registrant dated February 24, 2004. (This
Exhibit 99.1 is being furnished and shall not be deemed "filed" as set forth in
Items 9 and 12 hereof.)


Item 9.  Regulation FD Disclosure
         ------------------------

On February 24, 2004, the Registrant issued a press release containing forward
looking statements, including with respect to its future performance and
financial results. A copy of the press release is attached hereto as Exhibit
99.1.

The information contained in this Item 9 (including the exhibit hereto) is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 9 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 9 in
such filing



Item 12. Results of Operation and Financial Condition
         --------------------------------------------

On February 24, 2004, the Registrant issued a press release announcing its
financial results for the fiscal quarter and year ended January 25, 2004. A copy
of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 12 (including the exhibit hereto) is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 12 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 12 in
such filing.

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                                    SIGNATURE

                  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.

Date: February 24, 2004                SEMTECH CORPORATON



                                   By:   /s/   David G. Franz, Jr.
                                      ----------------------------------
                                         David G. Franz, Jr.
                                        Chief Financial Officer



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                                INDEX TO EXHIBITS


Exhibit Number             Description of Document

99.1                       Press Release of the Registrant dated Feb. 24, 2004.