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 * Brown Scott M   2. Issuer Name and Ticker or Trading Symbol CATALYST SEMICONDUCTOR INC [CATS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VPMrkting Analog/Mixd Sig.Prod (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   66,823 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)

$ 4.85

10/10/2008

10/10/2008

D

200,000

(2)

09/23/2015

Common Stock

200,000

(2)

0

D

Right to buy (Common Stock)

$ 4.21

10/10/2008

10/10/2008

D

40,000

(3)

08/09/2017

Common Stock

40,000

(3)

0

D

Restricted Stock Unit

$ 0.001 (4)

10/10/2008

10/10/2008

D

23,345

(5)

11/28/2009

Common Stock

23,345

(5)

0

D

Restricted Stock Unit

$ 0.001 (4)

10/10/2008

10/10/2008

D

36,000

(6)

11/28/2009

Common Stock

36,000

(6)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brown Scott M C/O CATALYST SEMICONDUCTOR INC. 2975 STENDER WAY SANTA CLARA, CA 95054			VPMrkting Analog/Mixd Sig.Prod

Signatures

/s/ David P. Eichler, Atty-in-Fact Scott M. Brown		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 47,177 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger, and $0.17 representing fractional shares as provided in the merger agreement.
(2)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 141,199 shares of ON Common Stock with an exercise price of $6.87 per share.
(3)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 28,240 shares of ON Common Stock with an exercise price of $5.96 per share.
(4)	Represents par value per share of CATS Common Stock.
(5)	The restricted stock unit vest as to 1/3 of the unit each year after the date of grant. Upon effectiveness of the merger, this unit was exchanged for a restricted stock unit to purchase 16,481 shares of ON Common Stock.
(6)	1/3 of the restricted stock unit shall vest on May 3, 2009 based on the achievement by reporting person of certain specified performance criteria. In the event such criteria is not met, 1/3 of the restricted stock unit will terminate on May 3, 2009. The remaining 2/3 of the restricted stock unit will vest on January 2, 2011. Upon effectiveness of the merger, this restricted stock unit was exchanged for a restricted stock unit of 25,416 shares of ON Common Stock.

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