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                                                                     EXHIBIT 4.4

[CATALYST SEMICONDUCTOR, INC. LETTERHEAD]


                          AMENDMENT TO RIGHTS AGREEMENT

1.   GENERAL BACKGROUND. In accordance with Section 27 of the Preferred Shares
     Rights Agreement between Bank Boston, N. A. (the "Rights Agent") and
     Catalyst Semiconductor, Inc. dated December 3, 1996 (the "Agreement"), the
     Rights Agent and Catalyst Semiconductor, Inc. desire to amend the Agreement
     to appoint EquiServe Trust Company, N.A.

2.   EFFECTIVENESS. This Amendment shall be effective as of September 27, 2001
     (the "Amendment") and all defined terms and definitions in the Agreement
     shall be the same in the Amendment except as specifically revised by the
     Amendment.

3.   REVISION. The section in the Agreement entitled "Change of Rights Agent" is
     hereby deleted in its entirety and replaced with the following:

     Change of Rights Agent. The Rights Agent or any successor Rights Agent may
     resign and be discharged from its duties under this Agreement upon 30 days'
     notice in writing mailed to the Company and to each transfer agent of the
     Common Shares or Preferred shares by registered or certified mail and to
     the holders of the Right Certificates by first-class mail. The Company may
     remove the Rights Agent or any successor Rights Agent upon 30 days' notice
     in writing mailed to the Rights Agent or successor Rights Agent, as the
     case may be, and to each transfer agent of the Common Shares or Preferred
     Shares by registered or certified mail, and to the holders of the Right
     Certificates by first-class mail. If the Rights Agent shall resign or be
     removed or shall otherwise become incapable of acting, the Company shall
     appoint a successor to the Rights Agent. If the Company shall fail to make
     such appointment within a period of 30 days after giving notice of such
     removal or after it has been notified in writing of such resignation or
     incapacity by the resigning or incapacitated rights Agent or by the holder
     of a Right Certificate (who shall, with such notice, submit such holders'
     Right Certificate for inspection by the company), then the registered
     holder of any Right Certificate may apply to any court of competent
     jurisdiction for the appointment of a new Rights Agent. Any successor
     Rights Agent, whether appointed by the Company or by such a court, shall be
     a corporation or trust company organized and doing business under the laws
     of the United States, in good standing, which is authorized under such laws
     to exercise corporate trust or stock transfer powers and is subject to
     supervision or examination by federal or state authority and which has
     individually or combined with an affiliate at the time of its appointment
     as Rights Agent a combined capital and surplus of at least $100 million
     dollars. After appointment, the successor Rights Agent shall be vested with
     the same powers, rights, duties and responsibilities as if it had been
     originally named as Rights Agent without

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     further act or deed; but the predecessor Rights Agent shall deliver and
     transfer to the successor Rights Agent any property at the time held by it
     hereunder, and execute and deliver any further assurance, conveyance, act
     or deed necessary for the purpose. Not later than the effective date of any
     such appointment the Company shall file notice thereof in writing with the
     predecessor Rights Agent and each transfer agent of the Common Shares or
     Preferred Shares, and mail a notice thereof in writing to the registered
     holders of the Right Certificates. Failure to give any notice provided for
     in this Section 21, however, or any defect therein, shall not affect the
     legality or validity of the resignation or removal of the Rights Agent or
     the appointment of the successor Rights Agent, as the case may be.

4.   Except as amended hereby, the Agreement and all schedules or exhibits
     thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 27th day of September, 2001.

Catalyst Semiconductor, Inc.            Bank Boston, N.A.


/s/ T.E. GAY III                        /s/ CAROL MULVEY-EORI
-----------------------------------     ---------------------------------------
By: Thomas Gay                          By: Carol Mulvey-Eori
Title: VP Finance & CFO                 Title: Managing Director,
                                               Client Administration


                                        EquiServe Trust Company, N.A.

                                        /s/ CAROL MULVEY-EORI
                                        ---------------------------------------
                                        By: Carol Mulvey-Eori
                                        Title: Managing Director,
                                               Client Administration