UNITED STATES

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 (Date of earliest event reported): ~~November~~September 32, ~~2003~~2004

CATALYST INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27138	39-1415889
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8989 North Deerwood Drive
Milwaukee, Wisconsin

53223

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (414) 362-6800

~~The~~Check ~~information~~the inappropriate ~~this~~box ~~Report,~~below ~~including~~if the ~~exhibit attached hereto, is furnished solely pursuant to Item 12 of this~~ Form 8-K. ~~Consequently,~~filing it is ~~not~~intended ~~deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject~~ to ~~the~~simultaneously ~~liabilities~~satisfy ~~of that section. Further,~~ the ~~information~~filing inobligation ~~this report, including the exhibit, shall not be deemed to be incorporated by reference into the filings~~ of the registrant under ~~the~~any ~~Securities~~of ~~Act~~the offollowing ~~1933~~provisions:

~~Item~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) ~~Results~~¨ OfPre-commencement ~~Operations~~communications ~~And~~pursuant ~~Financial~~to ~~Condition~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~November 3, 2003, Catalyst International, Inc~~8. ~~issued a press release announcing its financial results for the fiscal quarter ended September 30, 2003~~01. Other ~~A copy of the press release is attached hereto as Exhibit 99~~Events.1.

~~SIGNATURES~~On September 2, 2004, Catalyst International, Inc. (the “Company”) announced that at a special meeting of the Company’s stockholders on Thursday, September 2, 2004, its stockholders approved and adopted the Agreement and Plan of Merger dated as of June 28, 2004, pursuant to which ComVest Investment Partners II LLC agreed to acquire the Company by means of a merger in which the Company’s stockholders would receive $2.50 in cash for each share of the Company’s common stock owned by them.

~~Pursuant~~The totransactions ~~the~~contemplated ~~requirements~~by of the ~~Securities~~Agreement ~~Exchange~~and ~~Act~~Plan of ~~1934~~Merger are, subject to the ~~Registrant~~satisfaction ~~has~~of ~~duly~~certain ~~caused~~remaining ~~this~~closing ~~Report~~conditions, expected to be ~~signed~~consummated onwithin ~~its behalf by~~ the ~~undersigned~~next ~~hereunto~~14 ~~duly authorized~~days.

Dated: November 3, 2003	CATALYST INTERNATIONAL, INC.
	By:___/s/ James B. Treleaven_____________
	James B. Treleaven President and Chief Executive Officer

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~EXHIBIT~~Item ~~INDEX~~9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release Dated November 3, 2003

(c)

Exhibits

	Exhibit No.	Description

	10.1	Limited Waiver and Amendment to Loan Documents, dated August 16, 2004 between Catalyst and Silicon Valley Bank

	99.1	Press Release Dated September 2, 2004

SIGNATURES

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.

Dated: September 2, 2004	CATALYST INTERNATIONAL, INC.


	By: /s/ James B. Treleaven
	James B. Treleaven President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description

10.1	Limited Waiver and Amendment to Loan Documents, dated August 16, 2004 between Catalyst and Silicon Valley Bank

99.1	Press Release Dated September 2, 2004

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