SEC FORM 4/A

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

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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^*

PARNELL GORDON W

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 WEST CHANDLER BOULEVARD

(Street)

CHANDLER

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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/03/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2005		G		1,300	D	$30	10,463⁽¹⁾	I	Held by Trust⁽¹⁾
Common Stock	08/03/2005		M		12,190	A	$8.963	22,653⁽²⁾	I	Held Directly and Indirectly, by Trust⁽²⁾
Common Stock	08/02/2005		M		8,000	A	$10.037	30,653⁽³⁾	I	Held Directly and Indirectly, by Trust⁽³⁾
Common Stock	08/02/2005		M		1⁽⁴⁾	A	$5.778	30,654⁽⁵⁾⁽⁶⁾	I	Held Directly and Indirectly, by Trust⁽⁵⁾
Common Stock	08/02/2005		S		20,191⁽⁷⁾	D	$31.02	10,463⁽⁸⁾	I	Held by Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (Right to Buy)	$8.963	08/02/2005		M			12,190	07/01/2001	04/17/2007	Common Stock	12,190	$0	0	D
Common Stock Option (Right to Buy)	$10.037	08/02/2005		M			8,000	04/14/2000	04/14/2009	Common Stock	8,000	$0	12,675	D
Common Stock Option (Right to Buy)	$5.778	08/02/2005		M			1⁽⁴⁾	10/09/1999	10/09/2008	Common Stock	1	$0	0	D

Explanation of Responses:

1. On July 22, 2005, the Reporting Person transferred ownership of 682 shares from Direct holding to Indirect holding, by Trust.

2. Of the 22,653 shares held, 12,190 shares were held Directly; 10,463 shares were held by Trust.

3. Of the 30,653 shares held, 20,190 shares were held Directly; 10,463 shares were held by Trust.

4. This amended Form 4 is filed to reflect the option exercise of 1 additional share, not included on the original form.

5. Of the 30,654 shares held, 20,191 shares were held Directly; 10,463 shares were held by Trust.

6. This amended Form 4 is filed to accurately reflect the number of shares held on this line item, which was originally reported as 30,653 and should have been 30,654.

7. This amended Form 4 is filed to reflect the correct number of shares sold. Shares sold were originally reported as 20,190, and should have been reported as 20,191.

8. This amended Form 4 is filed to reflect the correct number of shares held at the end of the period, which was transposed in the prior filing. All subsequent reports filed after this date are deemed to include the modification herein.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	04/13/2006
	** 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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