UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 25, 2004

                               Semtech Corporation
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

             1-6395                                  95-2119684
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    (Commission File Number)              (IRS Employer Identification No.)

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

                                  805-498-2111
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              (Registrant's Telephone Number, Including Area Code)


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          (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 240.13e-4(c))





Item 7.01.   Regulation FD Disclosure
             ------------------------

             On October 25, 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 7.01 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 7.01 (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 7.01 in such filing


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

             (c)  Exhibits

                 Exhibit 99.1       Press Release of the Registrant dated
                                    October 25, 2004. (This Exhibit 99.1 is
                                    being furnished and shall not be deemed
                                    "filed" as set forth in Item 7.01 hereof.)

               The information contained in Exhibit 99.1 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 Exhibit 99.1 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 Exhibit 99.1 in such filing.




                                    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: October 25, 2004                   SEMTECH CORPORATION



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




INDEX TO EXHIBITS


Exhibit Number       Description of Document
--------------       -----------------------

99.1                 Press Release of the Registrant dated October 25, 2004