1

                                                                   EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-60132 and 333-10041) of Catalyst Semiconductor,
Inc. of our report dated June 11, 1997, except as to note 11, which is as of
July 3, 1997, appearing on page 21 of this Form 10-K.



PRICE WATERHOUSE LLP
San Jose, California
July 3, 1997