8-K

                                  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)    November 30, 2006
                                                     ---------------------------

                               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)


- --------------------------------------------------------------------------------
          (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 November 30, 2006, the Registrant issued a press release announcing
selected unaudited financial results for its third quarter of fiscal year 2007
that ended October 29, 2006. 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 November 30, 2006, the Registrant announced that it would be unable to
timely file its Form 10-Q for the fiscal quarter ended October 29, 2006 ("Third
Quarter Form 10-Q"). This will cause another instance of noncompliance with the
continued listing standard in Nasdaq Marketplace Rule 4310(c)(14). The
Registrant is working diligently to file all required reports, including the
Third Quarter Form 10-Q, as quickly as possible and thereby regain compliance
with Nasdaq's listing requirements, but it can provide no assurances that it
will be able to do so.

     The press release issued by the Company on November 30, 2006 in connection
with this matter is attached hereto as Exhibit 99.1 and contains forward looking
statements, including with respect to its future performance, plans, and
financial results.

     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 Company dated November 30, 2006



Forward-Looking and Cautionary Statements

     This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are statements other than historical information or
statements of current condition and relate to matters such as future financial
performance, future operational performance, the anticipated impact of specific
items on future earnings, and our plans, objectives and expectations.
Forward-looking statements involve known and unknown risks and uncertainties
that could cause actual results and events to differ materially from those
projected. Forward-looking statements should be considered in conjunction with
the cautionary statements contained in the "Risk Factors" section and elsewhere
in the Company's Annual Report on Form 10-K for the fiscal year ended January
29, 2006, in the Company's other filings with the SEC, and in material
incorporated therein by reference. Forward-looking statements should not be
regarded as representations by the Company that its objectives or plans will be
achieved or that any of its operating expectations or financial forecasts will
be realized. The Company assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                    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: November 30, 2006                         SEMTECH CORPORATION


                                                By:   /s/ Emeka Chukwu
                                                    ----------------------------
                                                    Emeka Chukwu
                                                    Chief Financial Officer





                                INDEX TO EXHIBITS


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

   99.1                 Press Release of the Company dated November 30, 2006

EX-99.1

                                                                    Exhibit 99.1

                Semtech Announces Selected Third Quarter Results


    CAMARILLO, Calif.--(BUSINESS WIRE)--Nov. 30, 2006--SEMTECH
CORPORATION (NASDAQ: SMTC), a leading producer of high performance
analog and mixed-signal semiconductors, today reported selected
un-audited financial results for its third quarter of fiscal year 2007
that ended October 29, 2006.

    Net sales for the third quarter of fiscal year 2007 were $63.7
million, up 5 percent from $60.9 million in the third quarter of
fiscal year 2006 and down 2 percent sequentially when compared to the
second quarter of fiscal year 2007. New orders for the third quarter
of fiscal year 2007 exceeded shipments, resulting in a positive
book-to-bill ratio for the quarter.

    Semtech had $326.4 million of cash, cash equivalents and
marketable securities as of October 29, 2006, which was up $19.0
million from the balance on July 30, 2006.

    Mohan Maheswaran, Semtech's President and Chief Executive Officer,
commented, "Relative pockets of strength within the third quarter
included the medical, military and industrial end-markets. In
contrast, demand related to computing and handset applications were
well below normal for this time of year."

    Mr. Maheswaran added, "Given limited visibility from our customer
base, we are forecasting that sales for the fourth quarter will be
down in a range of 6 to 8 percent as compared with the third quarter.
Near-term market conditions aside, Semtech remains focused on
completing the restatement process, strategically realigning certain
product lines and improving execution."

    As previously reported, the Company has been engaged in an
internal review of its stock option practices in light of an informal
SEC inquiry and Federal grand jury subpoena. On July 20, 2006, the
Company announced that, although the investigation was ongoing, it had
concluded that accounting measurement dates for certain stock option
grants differ from the measurement dates previously used for such
awards. As a result, new accounting measurement dates will apply to
the affected option grants. Consequently, the Company expects to
record additional non-cash compensation expense and expects the amount
of such additional expense to be material. The tax consequences
associated with these matters are currently being reviewed. As a
result of these adjustments, the Company expects to restate its
financial statements for fiscal years 2002 through 2006. The
restatement will also affect financial statements for earlier fiscal
years and adjustments for those earlier years will be reflected as
part of the opening balances in the financial statements for the
restatement period.

    Because of the pending restatement of the Company's historical
financial statements, additional results for the third fiscal quarter
will not be available until the restated financial statements have
been filed with the SEC, the Company will be unable to file its
Quarterly Report on Form 10-Q for the period ended October 29, 2006
("Third Quarter Form 10-Q") by the date required by the SEC, and all
financial numbers presented in this release should be considered
estimates. For additional information regarding the Company's pending
restatement and status with Nasdaq, see the Form 8-Ks filed with the
SEC on July 20, 2006 and November 27, 2006.

    Operating expenses for the third quarter of fiscal year 2007
included approximately $4.9 million related to the stock options
investigation, SEC inquiry, the grand jury subpoena, the previously
announced derivative litigation, the restatement, and related matters.

    As previously announced, the Company's securities are subject to
delisting from The Nasdaq Global Market because the Company has not
yet filed its Forms 10-Q for the fiscal quarters ended April 30, 2006
and July 30, 2006 ("First Quarter and Second Quarter Forms 10-Q") and
is therefore not in compliance with Nasdaq's continued listing
standards. The Company presented its case to a Nasdaq Listing
Qualifications Panel ("Panel") and on August 29, 2006 the Panel
granted the Company until November 10, 2006 to regain compliance with
the continued listing standards. Later, at the request of the Company,
the Panel granted an extension, setting November 27, 2006 as the
deadline for the Company to file all required restatements, its First
Quarter Form 10-Q, and its Second Quarter Form 10-Q in order to regain
compliance with Nasdaq's continued listing standards. The Company
recently has been notified that the Nasdaq Listing and Hearing Review
Council ("Listing Council"), in response to the Company's request, has
called the Panel's decision for review and has stayed any future Panel
determinations to suspend the Company's securities from trading until
the review process runs its course. If the Listing Council determines
it is appropriate, it may grant the Company additional time to regain
compliance, until the earlier of 60 days from the date of its decision
or 180 days from the Panel's decision. The Company continues to work
diligently to file all required reports with the SEC as quickly as
possible and thereby regain compliance with Nasdaq's listing
requirements, but it can provide no assurances that it will be able to
do so.

    About Semtech

    Semtech Corporation is a leading supplier of analog and
mixed-signal semiconductors used in a wide range of computer,
industrial and communication applications.

    Forward-Looking and Cautionary Statements

    This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are statements other than
historical information or statements of current condition and relate
to matters such as future financial performance, future operational
performance, the anticipated impact of specific items on future
earnings, and our plans, objectives and expectations. Some
forward-looking statements may be identified by use of terms such as
"expects," "anticipates," "intends," "estimates," "believes,"
"projects," "should," "will," "plans" and similar words.

    Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected.
These risks and uncertainties include worldwide economic and political
conditions, the timing and duration of semiconductor market upturns or
downturns, demand for cellular phones, personal computers and
automated test equipment, demand for semiconductor devices in general,
demand for the Company's products in particular, competitors' actions,
supply from key third-party silicon wafer foundries and assembly
contractors, manufacturing costs and yields, relations with strategic
customers, and risks associated with the businesses of major
customers. In addition to considering these risks and uncertainties,
forward-looking statements should be considered in conjunction with
the cautionary statements contained in the "Risk Factors" section and
elsewhere in the Company's Annual Report on Form 10-K for the fiscal
year ended January 29, 2006, in the Company's other filings with the
SEC, and in material incorporated therein by reference. In light of
the risks and uncertainties inherent in forecasts of revenue and gross
margin and in other projected matters, forward-looking statements
should not be regarded as representations by the Company that its
objectives or plans will be achieved or that any of its operating
expectations or financial forecasts will be realized. The Company
assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

    In addition, there are a number of risks associated with matters
relating to the Company's historical stock option practices. We cannot
predict when the restatement will be completed and there may be
negative tax or other implications for the Company resulting from the
accounting adjustments. We cannot predict the outcome of the SEC
inquiry, the internal investigation, or any other lawsuit or other
proceeding related to the Company's stock option practices. There can
be no assurance that we will maintain our Nasdaq listing. We could
also be subjected to other lawsuits and could become the subject of
other regulatory investigations in addition to those now underway.
Dealing with matters related to historical stock option practices
could divert management's attention from our operations and expenses
arising from management's review, the investigation conducted by a
Special Committee of the Board of Directors, the restatement, related
litigation and other associated activities are expected to continue to
be significant. Current and former employees, officers and directors
have sought, and will likely continue to seek, indemnification or
advancement or reimbursement of expenses from the Company, including
attorneys' fees, with respect to current or future proceedings related
to stock option practices. These events could adversely affect our
business and the price of our common stock.



    CONTACT: Semtech Corporation
             Todd German, Investor Relations, 805-480-2004