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<SEC-DOCUMENT>/in/edgar/work/0001021408-00-003768/0001021408-00-003768.txt : 20001123
<SEC-HEADER>0001021408-00-003768.hdr.sgml : 20001123
ACCESSION NUMBER:		0001021408-00-003768
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001122
EFFECTIVENESS DATE:		20001122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEMTECH CORP
		CENTRAL INDEX KEY:			0000088941
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3674
]		IRS NUMBER:				952119684
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-50448
			FILM NUMBER:		775094
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		652 MITCHELL RD
				CITY:			NEWBURY PARK
				STATE:			CA
				ZIP:			91320
				BUSINESS PHONE:		8054982111
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		652 MITCHELL ROAD
					STREET 2:		652 MITCHELL ROAD
					CITY:			NEWBURY PARK
					STATE:			CA
					ZIP:			91320
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

  As filed with the Securities and Exchange Commission on November 21, 2000.
                                                  Registration No.  333_________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             _____________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________
                              Semtech Corporation
            (Exact name of registrant as specified in its charter)

             Delaware                                           95-2119684
   (State or other jurisdiction                               (IRS Employer
 of incorporation or organization)                       Identification Number)

       652 Mitchell Road, Newbury Park, California 91320 (805) 498-2111
                   (Address of Principal Executive Offices)

     Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan
                           (Full title of the plan)

<TABLE>
<S>                                                              <C>
                   John D. Poe                                                 Copies to:
      President & Chief Executive Officer                             Robert A. Miller, Jr., Esq.
              Semtech Corporation.                               Paul, Hastings, Janofsky & Walker LLP
                652 Mitchell Road                                        555 South Flower Street
          Newbury Park, California 91320                          Los Angeles, California  90071-2371
                  (805) 498-2111                                             (213) 683-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>

                                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                          Proposed Maximum             Proposed Maximum
    Title of Securities            Amount to be               Offering                     Aggregate               Amount of
     to be Registered            Registered /(1)/       Price Per Share /(1)/        Offering Price /(2)/      Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                          <C>                       <C>
Common Stock, $0.01 par value       4,000,000                  $27.0625                  $108,250,000              $28,578
====================================================================================================================================
</TABLE>

  (1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also registered hereunder such
indeterminate number of additional shares as may be issued to prevent dilution
resulting from stock splits, stock dividends, or similar transactions pursuant
to the terms of the Non-Director and Non-Executive Officer Long-Term Stock
Incentive Plan.

  (2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act.  The
proposed Maximum Aggregate Offering Price is based on the last sale price as
quoted on NASDAQ National Market System on November 21, 2000 of $27.0625 per
share.
<PAGE>

                                   PART II/1/
                                           -

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

          The following documents are hereby incorporated into this Registration
Statement and made a part hereof by this reference:

     (a)  The Annual Report on Form 10-K of Semtech Corporation (the "Company"
                                                                      -------
          or "Registrant") for the fiscal year ended January 30, 2000 (file No.
              ----------
          1-6395) filed with the Securities Exchange Commission (the
          "Commission") pursuant to the Securities Exchange Act of 1934, as
           ----------
          amended (the "Exchange Act");
                        ------------

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended April 30, 2000 filed with the Commission on June 15, 2000;

     (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended July 30, 2000 filed with the Commission on September 14, 2000,
          as amended;

     (d)  The Company's Definitive Proxy Statement for its annual meeting of
          stockholders held on June 8, 2000 filed with the Commission on May 8,
          2000 (other than the portions thereof identified as not deemed filed
          with the Commission);

     (e)  The Company's Current Report on Form 8-K filed with the Commission on
          September 1, 2000; and

     (f)  The description of our common stock contained in our Registration
          Statement under the Exchange Act on Form 8-A filed with the SEC on May
          28, 1986, including any amendments or reports filed for the purpose of
          updating the description of such common stock.

          In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents with the Commission.

Items 4. Description of Securities

          Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities and Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel

          Not applicable.

_____________________
/1/  Information required by Part I of Form S-8 is contained in a Section 10(a)
 -
prospectus to be distributed to each optionee and is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.

                                      -1-

<PAGE>

Item 6.  Indemnification of Directors and Officers;

          Section 17, Article III, of our Bylaws, as amended, provides for
indemnification of officers, directors, agents and employees of the Company
generally consistent with the provisions of Section 145 of the Delaware General
Corporation Law.  Pursuant to Section 145 of the Delaware General Corporation
Law, a corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful.  With respect to
suits by or in the right of a corporation, however, indemnification is not
available if such person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless the court determines
that indemnification is appropriate.  In addition, a corporation has the power
to purchase and maintain insurance for such persons.  The statute also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of holders or disinterested
directors, or otherwise.

          As permitted by Section 102 of the Delaware General Corporation Law,
our holders have approved and incorporated provisions into our Restated
Certificate of Incorporation eliminating a director's personal liability for
monetary damages to us and our holders arising from a breach of a director's
fiduciary duty, except for liability under Section 174 of the Delaware General
Corporation Law or liability for any breach of the director's duty of loyalty to
us or our stockholders, for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law or for any transaction in
which the director derived an improper personal benefit.

          We have entered into indemnification agreements with our directors and
officers.  These agreements provide broader indemnity rights than those provided
under the Delaware General Corporation Law and our Bylaws.  The indemnification
agreements are not intended to deny or otherwise limit third party or derivative
suits against us or our directors or officers, but to the extent a director or
office were entitled to indemnity or contribution under the indemnification
agreement, the financial burden of a third party suit would be borne by us, and
we would not benefit from derivative recoveries against the director or officer.
Such recoveries would accrue to our benefit but would be offset by our
obligations to the director or officer under the indemnification agreement.

          The above discussion of the Company's Bylaws, Certificate of
Incorporation and of Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by such Bylaws,
Certificate of Incorporation, and statute.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits

Exhibit
- -------

  4.1     Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan.

  5.1     Opinion of counsel as to legality of securities being registered.

  23.1    Consent of independent public accountants.

  23.2    Consent of counsel (included in Exhibit 5.1).

  24.1    Power of Attorney (included herein on the signature page).

                                      -2-
<PAGE>

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the Prospectus any facts or events arising after
                 the effective date of this registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in this registration
                 statement or any material change to such information in this
                 registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     --------  -------
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement.

          (2)    That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (3)    To remove from registration by means of post-effective
     amendment any of the securities which remain unsold at the termination of
     the offering.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      -3-
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newbury Park, State of California, on November 21,
2000.

                                   SEMTECH CORPORATION

                                   By:    /s/ John D. Poe
                                      -------------------------------------
                                             John D. Poe, President &
                                             Chief Executive Officer
<PAGE>

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John D. Poe and David G. Franz, Jr., and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                   Title                                            Date
            ---------                                   -----                                            ----
<S>                                <C>                                                             <C>
/s/ John D. Poe                               Chief Executive Officer,                             November 21, 2000
- ---------------------------------
John D. Poe                             Director and Chairman of the Board
                                           (Principal Executive Officer)

/s/ David G. Franz, Jr.                        Vice President-Finance,                             November 21, 2000
- ---------------------------------
David G. Franz, Jr.                    Chief Financial Officer and Secretary
                                   (Principal Financial and Accounting Officer)

/s/ James P. Burra                                    Director                                     November 21, 2000
- ---------------------------------
James P. Burra

/s/ Rock N. Hankin                                    Director                                     November 21, 2000
- ---------------------------------
Rock N. Hankin

/s/ Allen H. Orbuch                                   Director                                     November 21, 2000
- ---------------------------------
Allen H. Orbuch

/s/ James T. Schraith                                 Director                                     November 21, 2000
- ---------------------------------
James T. Schraith

/s/ Jack O. Vance                                     Director                                     November 21, 2000
- ---------------------------------
Jack O. Vance
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

Exhibits
- --------

4.1       Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan.

5.1       Opinion of counsel as to legality of securities being registered.

23.1      Consent of independent public accountants.

23.2      Consent of counsel (included in Exhibit 5.1).

24.1      Power of Attorney (included herein on the signature page).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>NON-DIRECTORAND & NON-EXECUTIVE LONG TERM STOCK PLAN
<TEXT>

<PAGE>

                                                                     Exhibit 4.1

                              SEMTECH CORPORATION
                    Non-Director and Non-Executive Officer
                    --------------------------------------
                        Long-Term Stock Incentive Plan
                        ------------------------------


1.  The Plan

(a)  Purpose.  The purpose of this Non-Director and Non-Executive Officer Long-
Term Stock Incentive Plan (the "Plan") is to promote the longer-term financial
success of Semtech Corporation (the "Company") by providing a means to attract,
retain and award individuals who can and do contribute to such success. By using
stock-based compensation, the recipients of awards under the Plan will further
identify their interests with those of the Company's stockholders.

(b)  Effective Date.  To serve this purpose, the Plan will become effective upon
its approval by the Board of Directors of the Company (the "Board").

2.  Administration

(a)  Committee.  The Plan shall be administered by a Committee, appointed by the
Board. Notwithstanding the foregoing, the Board may assume, at its sole
discretion, administration of the Plan. The administrator of the Plan, whether a
committee of the Board or the full Board, is referred to herein as the "Plan
Administrator."

(b)  Powers and Authority.  The Plan Administrator's powers and authority
include, but are not limited to, selecting individuals who are (1) employees of
the Company or any subsidiary of the Company or other entity in which the
Company has a significant equity or other interest as determined by the Plan
Administrator, and (2) not executive officers or directors of the Company
("Eligible Participants"); determining the types and terms and conditions of all
awards granted, including performance and other earnout and/or vesting
contingencies; permitting transferability of awards to third parties;
interpreting the Plan's provisions; and administering the Plan in a manner that
is consistent with its purpose.

(c)  Award Prices.  For Plan purposes, all stock options, warrants and stock
appreciation rights shall have an exercise price which shall reflect the average
traded price of a share of the Company's common stock, par value $.01 per share
("Common Stock"), on the date as determined by the Plan Administrator, or if the
Common Stock is not traded on such date, the average price on the next preceding
day on which such Common Stock is traded. The applicable date shall be the date
on which the award is granted.
<PAGE>

3.    Shares Subject to Plan

(a)  Maximum Shares Available for Delivery. Subject to Section 3(c), the maximum
number of shares of Common Stock that may be delivered to participants and their
beneficiaries under the Plan shall be equal to 4,000,000/1/ shares of Common
Stock. Collectively the shares of Common Stock subject to this Plan are referred
to herein as "Shares." In addition, any Shares granted under the Plan which are
forfeited back to the Company because of the failure to meet an award
contingency or condition shall again be available for delivery pursuant to new
awards granted under the Plan. Any Shares covered by an award (or portion of an
award) granted under the Plan, which is forfeited or canceled, expires or is
settled in cash, shall be deemed not to have been delivered for purposes of
determining the maximum number of Shares available for delivery under the Plan.
Likewise, if any stock option is exercised by tendering Shares, either actually
or by attestation, to the Company as full or partial payment in connection with
the exercise of a stock option under this Plan or any prior plan of the Company,
only the number of Shares issued net of the Shares tendered shall be deemed
delivered for purposes of determining the maximum number of Shares available for
delivery under the Plan. Further, Shares issued under the Plan through the
settlement, assumption or substitution of outstanding awards or obligations to
grant future awards as a condition of the Company acquiring another entity shall
not reduce the maximum number of Shares available for delivery under the Plan.

(b)  Other Plan Limits.  Subject to Section 3(c), the following additional
maximums are imposed under the Plan. No Shares may be covered by stock options
intended to comply with Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), ("Incentive Stock Options"). The maximum number of Shares
that may be issued in conjunction with awards granted pursuant to Section 4(d)
shall be 150,000 The maximum number of Shares that may be covered by awards
granted to any one individual pursuant to Sections 4(b) and 4(c) shall be
100,000 during any consecutive three calendar years. The maximum payment that
can be made for awards granted to any one individual pursuant to Sections 4(d)
and 4(e) shall be $2,500,000 for any single or combined performance goals
established for a specified performance period. If a payment under Sections 4(d)
or 4(e) is made in Shares, the value of such Shares for determining this maximum
individual payment amount will be the closing price of a Share on the first day
of the applicable performance period. A specified performance period for
purposes of this performance goal payment limit shall not exceed a sixty (60)
consecutive month period.

(c)  Payment Shares.  Subject to the overall limitation on the number of Shares
that may be delivered under the Plan, the categories of Eligible Participants
and the other limitations set forth in Section 3(b), the Plan Administrator may
use available Shares as
___________________

/1/ This number was originally 1,000,000, but has been restated here to give
effect to the Company's two two-for-one stock splits, effected as stock
dividends, which were effective on August 30, 1999 and September 5, 2000.

                                       2
<PAGE>

the form of payment for compensation, grants or rights earned or due under any
other compensation plans or arrangements of the Company, including the plan of
any entity acquired by the Company.

(d)  Adjustments for Corporate Transactions.  The Plan Administrator may
determine that:

          (i)  In the event that the outstanding shares of Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any recapitalization,
reclassification, stock split, stock dividend, combination or subdivision,
appropriate adjustment shall be made in the number of shares available under the
Plan and under any stock awards granted under the Plan. Such adjustment to
outstanding stock awards shall be made without change in the total price
applicable to the unexercised portion of such awards, and a corresponding
adjustment in the applicable exercise price per share shall be made. No such
adjustment shall be made which would, within the meaning of any applicable
provisions of the Code, constitute a modification, extension or renewal of any
award or a grant of additional benefits to the holder of an award.

          (ii) In case (A) the Company is merged or consolidated with another
corporation or other entity and the Company is not the surviving corporation,
(B) all or substantially all of the assets or more than 50% of the outstanding
voting stock of the Company is acquired by any other corporation or other entity
or (C) of a reorganization or liquidation of the Company, the Plan Administrator
or the governing body of any entity assuming the obligations of the Company,
shall, as to outstanding awards, either (x) make appropriate provision for the
protection of any such outstanding awards by the substitution on an equitable
basis of appropriate stock of the Company, or of the merged, consolidated or
otherwise reorganized corporation which will be issuable in respect of the
shares of Common Stock of the Company, provided that no additional benefits
shall be conferred upon participants as a result of such substitution, and the
excess of the aggregate fair market value of the shares subject to the awards
immediately after such substitution over the purchase price thereof is not more
than the excess of the aggregate fair market value of the shares subject to the
award immediately before such substitution over the purchase price thereof, or
(y) upon written notice to the participants, provide that all unexercised awards
must be exercised within a specified number of days of the date of such notice
or they will be terminated.  In any such case, the Plan Administrator may, in
its discretion, accelerate the exercise dates of outstanding awards; provided,
                                                                     --------
however, that subsection (iii) of this paragraph (b) shall govern acceleration
of awards with respect to the events described in clauses (A), (B) and (C) of
such paragraph.

                                       3
<PAGE>

          (iii) In case of (A) any consolidation or merger involving the Company
if the shareholders of the Company immediately before such merger or
consolidation do not own, directly or indirectly, immediately following such
merger or consolidation, more than fifty percent (50%) of the combined voting
power of the outstanding voting securities or interests of the corporation (or
its parent corporation) or other entity resulting from such merger or
consolidation in substantially the same proportion as their ownership of the
shares of Common Stock immediately before such merger or consolidation; (B) any
sale, lease, license, exchange or other transfer (in one transaction or a series
of related transactions) of all, or substantially all, of the business and/or
assets of the Company or assets representing over 50% of the operating revenue
of the Company; or (C) any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act who is not, on September 30, 1999, a "controlling
person" (as defined in Rule 405 promulgated under the Securities Act of 1933, as
amended) (a "Controlling Person") of the Company shall become (x) the beneficial
owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
over 50% of the Company's outstanding Common Stock or the combined voting power
of the Company's then outstanding voting securities entitled to vote generally
or (y) a Controlling Person of the Company, all outstanding awards, regardless
of the date of grant of such awards, shall immediately become exercisable with
respect to 100% of the Shares subject to such awards.

4.  Types of Awards

(a)  General.  An award may be granted singularly, in combination with another
award(s) or in tandem whereby exercise or vesting of one award held by a
participant cancels another award held by the participant. Any award granted
under the Plan shall be evidenced by a written agreement in form and substance
satisfactory to the Plan Administrator. These agreements must conform to the
Plan. The Plan Administrator may include such terms, consistent with the Plan,
as it determines in its discretion. Subject to Section 2(c), an award may be
granted as an alternative to or replacement of an existing award under the Plan
or under any other compensation plans or arrangements of the Company, including
the plan of any entity acquired by the Company. The types of awards that may be
granted under the Plan include:

(b)  Stock Option.  A stock option represents a right to purchase a specified
number of Shares during a specified period at a price per Share which is no less
than that required by Section 2(c). A stock option may not be in the form of an
Incentive Stock Option and therefore will not qualify for favorable federal tax
treatment. The Shares covered by a stock option may be purchased by means of a
cash payment or such other means as the Plan Administrator may from time to time
permit, including without limitation (i) tendering (either actually or by
attestation) Shares valued using the market price at the time of exercise, (ii)
authorizing a third party to sell Shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and to remit to the Company a
sufficient portion of the sale proceeds to pay for all the Shares acquired
through such

                                       4
<PAGE>

exercise and any tax withholding obligations resulting from such exercise; (iii)
crediting toward the purchase price amounts from individuals' deferred
compensation account balances, including accrued dividend equivalent balances;
or (iv) any combination of the above.

(c)  Stock Appreciation Right.  A stock appreciation right is a right to receive
a payment in cash, Shares or a combination, equal to the excess of the aggregate
market price at time of exercise of a specified number of Shares over the
aggregate exercise price of the stock appreciation rights being exercised.

(d)  Stock Award.  A stock award is a grant of Shares or of a right to receive
Shares (or their cash equivalent or a combination of both) in the future. Each
stock award shall be subject to such conditions, restrictions and contingencies
as the Plan Administrator shall determine. These may include continuous service
and/or the achievement of performance goals. The performance goals that may be
used by the Plan Administrator for such awards shall consist of cash generation
targets, profit, revenue and market share targets, profitability targets as
measured by return ratios, and shareholder returns. The Plan Administrator may
designate a single goal criterion or multiple goal criteria for performance
measurement purposes with the measurement based on absolute Company or business
unit performances and/or on performance as compared with that of other publicly-
traded companies.

(e)  Cash Award.  A cash award is a right denominated in cash or cash units to
receive a payment, which may be in the form of cash, Shares or a combination,
based on the attainment of pre-established performance goals and such other
conditions, restrictions and contingencies as the Plan Administrator shall
determine. The performance goals that may be used by the Plan Administrator for
such awards shall consist of cash generation targets, profits, revenue and
market share targets, profitability targets as measured by return ratios and
shareholder returns. The Plan Administrator may designate a single goal
criterion or multiple goal criteria for performance measurement purposes with
the measurement based on absolute Company or business unit performance and/or on
performance as compared with that of other publicly-traded companies.

(f)  Warrants.  A warrant represents a right to purchase a specified number of
Shares during a specified period at a price per Share which is no less than that
required by Section 2(c). A warrant may be in the form of warrant that will
qualify for favorable tax treatment in a foreign jurisdiction. The Shares
covered by a warrant may be purchased by means of a cash payment or such other
means as the Plan Administrator may from time to time permit, including without
limitation (i) tendering (either actually or by attestation) Shares valued using
the market price at the time of exercise, (ii) authorizing a third party to sell
Shares (or a sufficient portion thereof) acquired upon exercise of a warrant and
to remit to the Company a sufficient portion of the sale proceeds to pay for all
the Shares acquired through such exercise and any tax withholding obligations
resulting from such exercise; (iii) crediting toward the purchase price amounts
from

                                       5
<PAGE>

individuals' deferred compensation account balances, including accrued dividend
equivalent balances; or (iv) any combination of the above.

5.  Award Settlement and Payments

(a)  Dividends and Dividend Equivalents.  An award may contain the right to
receive dividends or dividend equivalent payments which may be paid currently or
credited to a participant's account. Any such crediting of dividends or dividend
equivalents or reinvestment in Shares may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall establish,
including the reinvestment of such credited amounts in Share equivalents.

(b)  Payments.  Awards may be settled through cash payments, the delivery of
Shares, the granting of awards or combination thereof as the Plan Administrator
shall determine. Any award settlement, including payment deferrals, may be
subject to such conditions, restrictions and contingencies as the Plan
Administrator shall determine. The Plan Administrator may permit or require the
deferral of any award payment, subject to such rules and procedures as it may
establish, which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such credits into
deferred Share equivalents.

6.  Plan Amendment and Termination

(a)  Amendments.  The Board may amend this Plan as it deems necessary and
appropriate to better achieve the Plan's purpose; provided however, that any
amendment to the Plan which would require approval of the Company's stockholders
under applicable law, or under the rules or guidelines of any exchange or
automatic quotation system on which the Shares are traded or included, then, in
any of such events, such stockholder approval of any such amendment shall also
be obtained.

(b)  Plan Suspensions and Termination.  The Board may suspend or terminate this
Plan at any time. Any such suspension or termination shall not of itself impair
any outstanding award granted under the Plan or the applicable participant's
rights regarding such award. If not earlier terminated, this Plan shall
terminate upon the tenth anniversary of the effective date of the Plan. Unless
an earlier termination is specified, awards granted under the Plan shall
terminate upon the tenth anniversary of their date of grant.

7.  Miscellaneous

(a)  No Individual Rights.  No person shall have any claim or right to be
granted an award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee or other person any right to continue
to be employed by or to perform services for the Company, any subsidiary or
related entity. The right to

                                       6
<PAGE>

terminate the employment of or performance of services by any Plan participant
at any time and for any reason is specifically reserved to the employing entity.

(b)  Binding Arbitration.  Any dispute or disagreement regarding participation
and/or an award recipient's rights under the Plan shall be settled solely by
binding arbitration in accordance with the applicable rules of the American
Arbitration Association.

(c)  Unfunded Plan.  The Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any participant or
beneficiary of a participant. To the extent any person holds any obligation of
the Company by virtue of an award granted under the Plan, such obligation shall
merely constitute a general unsecured liability of the Company and accordingly
shall not confer upon such person any right, title or interest in any assets of
the Company.

(d)  Other Benefit and Compensation Programs.  Unless otherwise specifically
determined by the Plan Administrator, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program. Further, the Company may
adopt other compensation programs, plans or arrangements as it deems
appropriate.

(e)  No Fractional Shares.  No fractional Shares shall be issued or delivered
pursuant to the Plan or any award, and the Plan Administrator shall determine
whether cash shall be paid or transferred in lieu of any fractional Shares, or
whether such fractional Shares or any rights thereto shall be canceled.

                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF COUNSEL TO LEGALITY SECURITIES
<TEXT>

<PAGE>

             [LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]

                               November 22, 2000


Semtech Corporation
652 Mitchell Road
Newbury Park, California 91320

Ladies and Gentlemen:

          We are furnishing this opinion of counsel to Semtech Corporation, a
Delaware corporation (the "Company"), for filing as Exhibit 5.1 to the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the issuance and sale by the Company of up to
4,000,000 shares of its Common Stock (the "Shares") upon the exercise of stock
options or awards granted pursuant to the Company's Non-Director and
Non-Executive Officer Long-Term Stock Incentive Plan (the "Plan").

          We have examined the Certificate of Incorporation and Bylaws, each as
amended to date, of the Company, and the originals, or copies certified or
otherwise identified, of records of corporate action of the Company as furnished
to us by the Company, certificates of public officials and of representatives of
the Company, and such other instruments and documents as we deemed necessary, as
a basis for the opinions hereinafter expressed.  In such examination we have
assumed the genuineness of all signatures, the authenticity of all corporate
records and other documents submitted to us and the conformity to original
documents submitted to us as certified or photostatic copies.

          Based upon our examination as aforesaid, and in reliance upon our
examination of such questions of law as we deem relevant under the
circumstances, we are of the opinion that the Shares, when purchased and issued
as described in the Registration Statement and in accordance with the Plan
(including the receipt of the full purchase price therefor), will be validly
issued, fully paid and nonassessable.
<PAGE>

Page 2

          We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the Delaware General Corporation Law, as
in effect as of the date hereof.

          We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement.


                                 Very truly yours,
                                 /s/ Paul, Hastings, Janofsky & Walker LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>

<PAGE>

                                                                    Exhibit 23.1

                              ARTHUR ANDERSEN LLP


                      CONSENT OF INDEPENDENT ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
April 12, 2000 included in Semtech Corporation's Form 10-K for the year ended
January 30, 2000 and to all references to our Firm included in this registration
statement.


                                                    /s/ Arthur Andersen LLP
                                                        ARTHUR ANDERSEN LLP


Los Angeles, California
November 21, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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