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                               January 19, 2021

       Emeka N. Chukwu
       Chief Financial Officer
       SEMTECH CORP
       200 Flynn Road
       Camarillo, CA 9301-8790

                                                        Re: SEMTECH CORP
                                                            Form 10-K for the
Year Ended January 26, 2020
                                                            Filed March 20,
2020
                                                            Form 10-Q for the
Period Ended October 25, 2020
                                                            Filed December 2,
2020
                                                            File No. 001-06395

       Dear Ms. Chukwu:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K filed March 20, 2020

       Results Of Operations, page 31

   1.                                                   We note your
disclosures regarding the factors for which fluctuations in income statement
                                                        line items are
attributed. In addition to discussing the reasons for the change (or lack
                                                        thereof), revise your
disclosures in future filings to avoid terms such as "primarily" or
                                                        "partially offset" and
instead quantify the reasons for the change in order for an investor to
                                                        discern the relative
contribution of each of the multiple components cited to the total
                                                        change. As part of your
response, please provide us with an example of the disclosure to
                                                        be included in future
filings based on current results.
   2.                                                   We note your discussion
of gross profit and the factors affecting it and it appears to be
                                                        difficult for an
investor to discern the relative contribution of each of multiple components
 Emeka N. Chukwu
SEMTECH CORP
January 19, 2021
Page 2
         to the total change in cost of sales and the resultant gross profit.
Given this and the
         significance of cost of sales, please revise future filings to
separately quantify and discuss
         factors responsible for changes in cost of sales. Please note that
even when total amounts
         of costs of sales do not materially vary from period to period, the
impacts of material
         variances in components that offset each other should be separately
disclosed, quantified,
         and discussed rather than netting them. Please also consider FR-72 to
make your
         disclosures user-friendly and clear. As part of your response, please
provide us with
         examples of your intended disclosures based on current financial
results.
Form 10-Q for the nine months ended October 25, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies, page 37

3.       We note your section on critical accounting policies merely
referencing to your
         Significant Accounting Policies section in the notes to your financial
statements. Pursuant
         to FR-60, this MD&A section is intended to focus on the sensitivity
aspects of your
         critical accounting policies, that is, the likelihood that materially
different amounts would
         be reported under different conditions or assumptions. In making
disclosures under FR-60,
         registrants need not repeat information that is already included in
the financial statements
         or other sections of the filing. We note that sales to distributors
represent greater than 60%
         of total sales for each of the periods presented in the financial
statements. Given the
         materiality of your sales to distributors and your disclosures
surrounding the impact the
         COVID-19 has had on your customers, please tell us if you have
experienced any
         significant changes in your estimates of variable consideration
related to your sales returns
         or other pricing adjustments to distributors and if so, your
consideration of disclosing such
         changes in your critical accounting policies.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Effie Simpson at (202) 551-3346 or Jean Yu, Assistant
Chief
Accountant at (202) 551-3305 if you have questions regarding comments on the
financial
statements and related matters. Please contact Erin Purnell at (202) 551-3454
or Jay Ingram,
Legal Branch Chief at (202) 551-3397 with any other questions.



FirstName LastNameEmeka N. Chukwu                               Sincerely,
Comapany NameSEMTECH CORP
                                                                Division of
Corporation Finance
January 19, 2021 Page 2                                         Office of
Manufacturing
FirstName LastName