Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MONTGOMERY HENRY C
   2. Issuer Name and Ticker or Trading Symbol
CATALYST SEMICONDUCTOR INC [CATS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CATALYST SEMICONDUCTOR INC., 2975 STENDER WAY		 3. Date of Earliest Transaction (Month/Day/Year)
10/10/2008
(Street)

SANTA CLARA, CA 95054		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/10/2008 10/10/2008 D   56,100 D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to buy (Common Stock) $ 2.73 10/10/2008 10/10/2008 D     15,000   (2) 05/01/2013 Common Stock 15,000 (2) 0 D  
Right to buy (Common Stock) $ 7.49 10/10/2008 10/10/2008 D     15,000   (3) 05/13/2014 Common Stock 15,000 (3) 0 D  
Right to buy (Common Stock) $ 4.6 10/10/2008 10/10/2008 D     15,000   (4) 05/02/2015 Common Stock 15,000 (4) 0 D  
Right to buy (Common Stock) $ 4.91 10/10/2008 10/10/2008 D     15,000   (5) 05/01/2016 Common Stock 15,000 (5) 0 D  
Right to buy (Common Stock) $ 3.84 10/10/2008 10/10/2008 D     15,000   (6) 05/01/2017 Common Stock 15,000 (6) 0 D  
Right to buy (Common Stock) $ 4.29 10/10/2008 10/10/2008 D     15,000   (7) 05/01/2018 Common Stock 15,000 (7) 0 D  
Right to buy (Common Stock) $ 4.07 10/10/2008 10/10/2008 D     10,000   (8) 05/03/2011 Common Stock 10,000 (8) 0 D  
Right to buy (Common Stock) $ 1.73 10/10/2008 10/10/2008 D     50,000   (9) 09/27/2011 Common Stock 50,000 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MONTGOMERY HENRY C
C/O CATALYST SEMICONDUCTOR INC.
2975 STENDER WAY
SANTA CLARA, CA 95054		   X      

Signatures

 /s/ David P. Eichler, Atty-in-Fact Henry C. Montgomery   10/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to a merger agreement between the issuer, ON Semiconductor Corporation ("ON") and Centaur Acquisition Corporation in exchange for 39,606 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger, and $2.62 representing fractional shares as provided in the merger agreement.
(2) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $3.87 per share.
(3) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $10.61 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date.
(4) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.52 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date.
(5) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.95 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date.
(6) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $5.44 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date.
(7) The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.08 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date.
(8) The shares subject to this option vest as to 1/36th of the shares per month after the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 7,060 shares of ON Common Stock with an exercise price of $5.76 per share, which option shall terminate six months from the merger closing date.
(9) The shares subject to this option vest as to 1/36th of the shares per month after the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 35,300 shares of ON Common Stock with an exercise price of $2.45 per share, which option shall terminate six months from the merger closing date.

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