SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LAMBERT DAVID S (Last) (First) (Middle) C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD (Street) CHANDLER AZ 85224-6199 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MICROCHIP TECHNOLOGY INC [ MCHP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Fab Operations
	3. Date of Earliest Transaction (Month/Day/Year) 10/26/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2004		G		440	D	$29.07	252,054(1)	I	Direct and Indirect by Reporting Person's Children(1)
Common Stock	10/26/2004		G		2,000	D	$29.07	250,054(2)	I	Direct and Indirect by Reporting Person's Children(2)
Common Stock	10/26/2004		G		650	D	$29.07	250,054(3)	I	Direct and Indirect by Reporting Person's Children(3)
Common Stock	10/26/2004		G		650	D	$29.07	250,054(4)	I	Direct and Indirect by Reporting Person's Children(4)
Common Stock	10/26/2004		G		650	D	$29.07	250,054(5)	I	Direct and Indirect by Reporting Person's Children(5)
Common Stock	10/26/2004		G		650	D	$29.07	250,054(6)	I	Direct and Indirect by Reporting Person's Children(6)
Common Stock	10/26/2004		S		44,225	D	$28.7809	205,829(7)	I	Direct and Indirect by Reporting Person's Children(7)
Common Stock	10/26/2004		S		1,650	D	$28.974	204,179(8)	I	Direct and Indirect by Reporting Person's Children(8)
Common Stock	10/26/2004		S		1,650	D	$28.974	202,529(9)	I	Direct and Indirect by Reporting Person's Children(9)
Common Stock	10/26/2004		S		1,650	D	$28.974	200,879(10)	I	Direct and Indirect by Reporting Person's Children(10)
Common Stock	10/26/2004		S		1,650	D	$28.974	199,229	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Of the 252,054 shares held, 248,054 shares were held Directly; 1,000 shares were held by the reporting person's son; 1,000 shares were held by the reporting person's daughter; 1,000 shares were held by the reporting person's son; and 1,000 shares were held by the reporting person's daughter.

2. Of the 250,054 shares held, 246,054 shares were held Directly; 1,000 shares were held by the reporting person's son; 1,000 shares were held by the reporting person's daughter; 1,000 shares were held by the reporting person's son; and 1,000 shares were held by the reporting person's daughter.

3. Of the 250,054 shares held, 245,404 shares were held Directly; 1,650 shares were held by the reporting person's son; 1,000 shares were held by the reporting person's daughter; 1,000 shares were held by the reporting person's son; and 1,000 shares were held by the reporting person's daughter.

4. Of the 250,054 shares held, 244,754 shares were held Directly; 1,650 shares were held by the reporting person's son; 1,650 shares were held by the reporting person's daughter; 1,000 shares were held by the reporting person's son; and 1,000 shares were held by the reporting person's daughter.

5. Of the 250,054 shares held, 244,104 shares were held Directly; 1,650 shares were held by the reporting person's son; 1,650 shares were held by the reporting person's daughter; 1,650 shares were held by the reporting person's son; and 1,000 shares were held by the reporting person's daughter.

6. Of the 250,054 shares held, 243,454 shares were held Directly; 1,650 shares were held by the reporting person's son; 1,650 shares were held by the reporting person's daughter; 1,650 shares were held by the reporting person's son; and 1,650 shares were held by the reporting person's daughter.

7. Of the 205,829 shares held, 199,229 shares were held Directly; 1,650 shares were held by the reporting person's son; 1,650 shares were held by the reporting person's daughter; 1,650 shares were held by the reporting person's son; and 1,650 shares were held by the reporting person's daughter.

8. Of the 204,179 shares held, 199,229 shares were held Directly; 1,650 shares were held by the reporting person's daughter; 1,650 shares were held by the reporting person's son; and 1,650 shares were held by the reporting person's daughter.

9. Of the 202,529 shares held, 199,229 shares were held Directly; 1,650 shares were held by the reporting person's son; and 1,650 shares were held by the reportnig person's daughter.

10. Of the 200,879 shares held, 199,229 shares were held Directly and 1,650 shares were held by the reporting person's son.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	10/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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