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                                                                   EXHIBIT 10.60

                                 AMENDMENT NO. 1
                                       TO
                        PREFERRED SHARES RIGHTS AGREEMENT

     THIS AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT dated as of May
22, 1998 (this "AMENDMENT") is made between CATALYST SEMICONDUCTOR, INC., a
Delaware corporation (the "COMPANY"), and BANKBOSTON, N.A., a national banking
association, formerly known as a The First National Bank of Boston, as rights
agent (the "RIGHTS AGENT").

                                    RECITALS

     A. The Company and the Rights Agent are parties to a Preferred Shares
Rights Agreement dated as of December 3, 1996 (the "RIGHTS AGREEMENT").

     B. Elex N.V. ("ELEX") and the Company are entering into a Common Stock
Purchase Agreement (the "PURCHASE AGREEMENT") pursuant to which the Company will
issue and Elex will purchase shares of Common Stock of the Company (the
"INVESTMENT"). The Board of Directors of the Company has authorized and approved
the Purchase Agreement and the transactions contemplated thereby.

     C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors
of the Company has determined that an amendment to the Rights Agreement as set
forth herein is necessary and desirable to reflect the foregoing and the Company
and the Rights Agent desire to evidence such amendment in writing.

     NOW, THEREFOR, the parties hereto agree as follows:

     1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:

     "Notwithstanding anything in this Rights Agreement to the contrary, Elex
     N.V. ("ELEX") shall not be deemed to be an Acquiring Person solely by
     virtue of the announcement, occurrence or continuance of (i) the execution
     of the Common Stock Purchase Agreement dated as of May 26, 1998 between
     Elex and the Company (the "PURCHASE AGREEMENT"), (ii) the issuance to Elex
     of 1,500,000 shares of Common Stock of the Company in accordance with the
     terms of the Purchase Agreement (the "PERMITTED SHARES"), (iii) the
     consummation of any and all other transactions contemplated by the Purchase
     Agreement, or (iv) Elex holding the Permitted Shares; provided, however,
     that if Elex and its Affiliates, at any time after consumation of the
     transactions contemplated by the Purchase Agreement and the issuance of the
     Permitted Shares, collectively shall be or become the Beneficial Owner of
     shares of Common Stock of the Company other than the Permitted Shares, then
     Elex's exemption from being deemed an Acquiring Person contained in this
     sentence shall not be applicable.


                                      -1-

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     2. Effectiveness. This Amendment shall be deemed effective as of May 22,
1998 as if executed on such date. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.

     3. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of California and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                         [REMAINDER OF PAGE LEFT BLANK]


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     IN WITNESS WHEREOF the undersigned have executed this Amendment No. 1 to
the Rights Agreement as of the date first above written.

                                             CATALYST SEMICONDUCTOR, INC.


                                             By: /s/ Radu Vanco
                                                --------------------------------
                                                Radu Vanco
                                                President


ATTEST:

       /s/ Daryl Stemm
-------------------------------------------------
Name:  Daryl Stemm
Title: Vice President and Chief Financial officer



                                             BANKBOSTON N.A.


                                             By: /s/   Michael J. Lapolla
                                                --------------------------------
                                             Name:  Michael J. Lapolla
                                             Title: Administration Manager



ATTEST:



-------------------------------------------------
Name:
Title:


                      [SIGNATURE PAGE TO AMENDMENT NO.1 TO
                       PREFERRED SHARES RIGHTS AGREEMENT]

<PAGE>   4

                                CERTIFIED COPY OF
                          SPECIAL SIGNING AUTHORITY OF
                                BANKBOSTON, N.A.
                    (F/K/A THE FIRST NATIONAL BANK OF BOSTON)

     I, the undersigned, Michael R. Garfield, DO HEREBY CERTIFY THAT:

1.   I am an Assistant Secretary of the Board of Directors of BANK BOSTON, N.A.
     (hereinafter called the "Bank") and in that capacity have authority to
     certify to the documents and records of the Bank.

2.   Pursuant to action taken in accordance with a Resolution adopted by the
     Board of Directors of the Bank at a meeting held on April 23,1998, at which
     a quorum was present and voting throughout, which Resolution is in full
     force and effect, the officers and employees of Boston EquiServe, L.P.
     whose names, titles and signatures appear below are authorized as follows:

     To sign contracts for Shareholder Services accounts in the name of the
     Bank.

     To sign or countersign certificates of stock, scrip certificates,
     subscription or exchange warrants, bonds, debentures, notes, and any and
     all other certificates of interest of any kind on behalf of corporations,
     associations and trusts for which the Bank has been or may be appointed as
     trustee, transfer agent, registrar, exchange agent, distributing agent,
     depository or as agent in any other similar capacity.

3.   I hereby certify that each person named below has been authorized by this
     resolution of the Board of Directors to exercise the foregoing authorities.


<TABLE>
<CAPTION>
Individual                          Title
----------                          -----
<S>                         <C>                           <C>
Katherine Anderson          Administration Manager        /s/ Katherine Anderson
                                                          -------------------------
Lori Chamoun                Administration Manager        /s/ Lori Chamoun
                                                          -------------------------
Michael J. Lapolla          Administration Manager        /s/ Michael J. Lapolla
                                                          -------------------------
Carol Mulvey-Eori           Administration Manager        /s/ Carol Mulvey-Eori
                                                          -------------------------
Margaret Prentice           Administration Manager        /s/ Margaret Prentice
                                                          -------------------------
Tyler Haynes                Administration Manager        /s/ Tyler Haynes
                                                          -------------------------
Joshua McGinn               Senior Account Manager        /s/ Joshua McGinn
                                                          -------------------------
</TABLE>


4.   The foregoing resolution and the authorizations granted are in full force
     and effect on the date of this certificate.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed hereto the seal of
BANKBOSTON, N.A. this 26th day of May 1998.

         [SEAL]                          Michael R. Garfield
                                         --------------------------
                                         Assistant Secretary
                                         of the Board of Directors


                      [SIGNATURE PAGE TO AMENDMENT NO.1 TO
                       PREFERRED SHARES RIGHTS AGREEMENT]

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                      [SIGNATURE PAGE TO AMENDMENT NO.1 TO
                       PREFERRED SHARES RIGHTS AGREEMENT]