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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000898430-02-002419.txt : 20020625
<SEC-HEADER>0000898430-02-002419.hdr.sgml : 20020625
<ACCEPTANCE-DATETIME>20020625160117
ACCESSION NUMBER:		0000898430-02-002419
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020624
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEMTECH CORP
		CENTRAL INDEX KEY:			0000088941
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				952119684
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06395
		FILM NUMBER:		02686561

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

	MAIL ADDRESS:	
		STREET 1:		652 MITCHELL ROAD
		STREET 2:		652 MITCHELL ROAD
		CITY:			NEWBURY PARK
		STATE:			CA
		ZIP:			91320
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K DATED JUNE 24, 2002
<TEXT>
<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 24, 2002


                               Semtech Corporation
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                       <C>                     <C>
       Delaware                           1-6395                     95-2119684
(State or other jurisdiction of         (Commission         (IRS Employer Identification No.)
 incorporation or organization)         File Number)
</TABLE>

<TABLE>
<S>                                                               <C>
200 Flynn Road
Camarillo, California                                             93012-8790
(Address of Principal Executive Offices)                          (Zip Code)
</TABLE>


                                 (805) 498-2111
              (Registrant's telephone number, including area code)

================================================================================

<PAGE>


Item 4.  Change in the Registrant's Certifying Accountant.
         ------------------------------------------------

On June 18, 2002, the Board of Directors of Semtech Corporation (the "Company")
determined, upon the recommendation of its audit committee, to appoint Ernst &
Young LLP as the Company's independent public accountants, replacing Arthur
Andersen LLP. The Company dismissed Arthur Andersen LLP on the same date. Ernst
& Young LLP has notified the Company that it has accepted the engagement.

The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years ended January 28, 2002
and January 29, 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.

During the two most recent fiscal years of the Company, ended January 28, 2002
and January 29, 2001 respectively, and the subsequent interim period to the date
hereof, there were no disagreements between the Company and Arthur Andersen LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Arthur Andersen LLP's satisfaction, would have caused Arthur Andersen LLP to
make reference to the subject matter of the disagreement in connection with its
reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the two most recent fiscal years of the Company and the
subsequent interim period to the date hereof.

During the two most recent fiscal years of the Company and the subsequent
interim period to the date hereof, the Company did not consult with Ernst &
Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.

The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter dated June 24, 2002
stating that it has found no basis for disagreement with such statements.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

Exhibit Number             Description of Document
- --------------             -----------------------
16                         Letter from Arthur Andersen LLP dated June 24, 2002


                                       -2-

<PAGE>

                                    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: June 24, 2002                             SEMTECH CORPORATON



                                                By:   /s/   David G. Franz, Jr.
                                                    ----------------------------
                                                     David G. Franz, Jr.
                                                     Chief Financial Officer

                                       -3-

<PAGE>


                                INDEX TO EXHIBITS


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

16                         Letter from Arthur Andersen LLP dated June 24, 2002




                                       -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>dex16.txt
<DESCRIPTION>LETTER FROM ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>



                                                                      Exhibit 16
                                                                      ----------

 [Arthur Andersen LLP letterhead]

 June 24, 2002

 Office of the Chief Accountant
 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549

 Dear Sir/Madam:

The representations made in this letter are based solely on discussions with and
representations from the engagement partner on the audits of the financial
statements of this registrant for the two most recent fiscal years. That
individual is no longer with Arthur Andersen LLP. We have read paragraphs 1
through 6 (as it relates to Arthur Andersen) of Item 4 included in the Form 8-K
dated June 24, 2002 of Semtech Corporation filed with the Securities and
Exchange Commission and have found no basis for disagreement with the statements
contained therein.

 Very truly yours,

 /s/ Arthur Andersen LLP

 Arthur Andersen LLP

 cc:  David G. Franz, Vice President and
      Chief Financial Officer, Semtech Corporation


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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