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)       August 30, 2005
                                                     ---------------------------

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

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

              1-6395                                    95-2119684
- --------------------------------------------------------------------------------
     (Commission File Number)                (IRS Employer 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)


- --------------------------------------------------------------------------------
          (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 2.02.     Results of Operations and Financial Condition

               On  August  30,  2005,  the  Registrant  issued  a press  release
               announcing  its  financial  results for the fiscal  quarter ended
               July 31, 2005. A copy of the press release is attached  hereto as
               Exhibit 99.1.

               The  information  contained  in this  Item  2.02  (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 2.02 (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 2.02 in such filing.


Item 7.01.     Regulation FD Disclosure

               On  August  30,  2005,  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
                                    August 30, 2005. (This Exhibit 99.1 is being
                                    furnished and shall not be deemed "filed" as
                                    set forth in Items 2.02 and 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: August 30, 2005                      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 August 30, 2005