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)       March 8, 2007
                                                     ---------------------------

                               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 March 8, 2007, the Company issued a press release announcing selected
preliminary, unaudited financial results for the fiscal quarter and year that
ended January 28, 2007. 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 March 8, 2007, the Company 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 Company dated March 8, 2007


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: March 8, 2007                        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 March 8, 2007

EX-99.1

                                                                    Exhibit 99.1


          Semtech Announces Selected Fourth Quarter Results


    CAMARILLO, Calif.--(BUSINESS WIRE)--March 8, 2007--Semtech
Corporation (NASDAQ:SMTC), a leading producer of high performance
analog and mixed-signal semiconductors, today reported selected
unaudited financial results for its fourth quarter of fiscal year 2007
that ended January 28, 2007.

    Net sales for the fourth quarter of fiscal year 2007 were $58.0
million, down 10 percent from the fourth quarter of fiscal year 2006
and down 9 percent when compared to the third quarter of fiscal year
2007. New orders for the fourth quarter of fiscal year 2007 exceeded
shipments, resulting in a positive book-to-bill ratio for the quarter.

    Net sales for all of fiscal year 2007 were $252.5 million, up 5.5
percent when compared to all of fiscal year 2006.

    Semtech had $342 million of cash, cash equivalents and marketable
securities as of January 28, 2007, which was up from $326 million at
the end of the third quarter of fiscal year 2007.

    Mohan Maheswaran, Semtech's President and Chief Executive Officer,
commented, "While we were impacted by the broad softness in the
industry, we continue to see improvements in our overall execution
resulting in higher quality products and stronger design win
activity."

    Mr. Maheswaran added, "Given limited visibility from our customer
base, we are forecasting that sales for the first quarter of fiscal
year 2008 will be flat to down 4 percent as compared with the fourth
quarter of fiscal year 2007."

    As previously reported, the Company has been engaged in an
internal review of its historical stock option practices in light of
an informal SEC inquiry and Federal grand jury subpoena and has
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 and the Company will restate its financial
statements for fiscal years 2002 through 2006 to record a material
amount of additional non-cash compensation expense. 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, additional results for the
fourth fiscal quarter will not be available until the restated
financial statements have been filed with the SEC. As previously
announced, the Nasdaq Listing and Hearings Review Council ("Listing
Council") has stayed delisting of the Company's securities until it
has reviewed the Company's case. If the Listing Council determines it
is appropriate, it may grant the Company a limited period of
additional time to regain compliance. 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 continued listing
standards. For additional information regarding the Company's pending
restatement and Nasdaq status, see the Company's Reports on Form 8-K
filed with the SEC on July 20, 2006 and December 19, 2006.

    Operating expenses for the fourth quarter of fiscal year 2007
included approximately $4.1 million related to the stock options
investigation, SEC inquiry, the grand jury subpoena, the previously
announced derivative litigation, the restatement, and related matters.
For all of fiscal year 2007, the expense related to these items was
approximately $11.8 million.

    The results announced today are preliminary, as the annual audit
by the Company's independent registered public accounting firm is
still underway. As such, these results are subject to revision until
the audit is completed and the Company files its Annual Report on Form
10-K.

    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 and the
previously announced internal investigation, SEC inquiry and related
matters. We cannot predict when the restatement will be completed and
there may be negative implications for the Company resulting from the
restatement. We cannot predict the outcome of the SEC inquiry or any
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. We have incurred, and expect to continue
to incur, substantial expenses for legal, accounting, tax and other
professional services in connection with the restatement and related
matters and current and former employees, officers and directors have
sought, and will likely continue to seek, indemnification or
advancement or reimbursement of expenses from us, 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