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)    December 3, 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 7.01.   Regulation FD Disclosure

     On December 3, 2007, the Company issued a press release to announce the
completion of the previously announced Accelerated Stock Buyback and the
resumption of the existing stock repurchase program. 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.   Exhibits.

(c) Exhibits

     Exhibit 99.1    Press Release of the Company dated December 3, 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
28, 2007, 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, 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 November 30, 2007

EX-99.1

                                                                    Exhibit 99.1


Semtech Announces Completion of Accelerated Stock Buyback and Resumption
                 of Existing Stock Repurchase Program


    CAMARILLO, Calif.--(BUSINESS WIRE)--Dec. 3, 2007--SEMTECH
CORPORATION (NASDAQ: SMTC), a leading producer of high performance
analog and mixed-signal semiconductors, announced today that it
completed on December 3, 2007 an accelerated stock repurchase program
previously announced on May 30, 2007. The company paid approximately
$19.4 million purchase price adjustment to Goldman Sachs & Co. in
connection with the termination of the program. The Company has
purchased a total of 9,836,066 shares of its common stock for an
aggregate price of $169.4 million. The repurchase was funded with the
Company's existing cash, and the Company intends to hold the
repurchased shares as treasury stock.

    With the completion of the accelerated stock repurchase program,
the Company also announced today that it intends to resume purchasing
shares of its common stock under its existing stock repurchase
program, under which approximately $50.3 million of remaining
authority exists.

    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 conditions 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, including with
respect to the accelerated and existing stock repurchase programs.
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, risks associated with the businesses of major customers,
and risks associated with the accelerated and existing stock
repurchase programs, including the time to complete the programs and
the extent of any true-up adjustment to the initial purchase price. 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 28, 2007, 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.

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