SEC FORM 4

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^*

BARTON FRANCIS P

(Last)

(First)

(Middle)

2325 ORCHARD PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ atml ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2004

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)
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	02/14/2005		O		7,418⁽¹⁾	A	$2.771⁽²⁾	214,425	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)
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 to buy	$3.29⁽⁵⁾	02/11/2005		A		100,000		08/11/2005⁽³⁾	02/11/2015⁽⁴⁾	Common Stock Option to buy	100,000⁽³⁾	$3.29⁽⁵⁾	100,000	D

Explanation of Responses:

1. The shares were acquired through a 423 Employee Stock Purchase Plan transaction. This is a Non-reportable transaction under the 16b-3 rule. However it's voluntarily disclosed in order to report the increase of shares benefically owned. There was a separate stock acquisition since the last form filed; The purchase was made on 8/13/04 for 3,360 shares puchased under the 423 Employee Stock Purchase Plan a Section 16b-3 transaction. This number will increased the amount of stock beneficially owned.

2. The purchase price is equal to the FMV on the beginning of the offering which was 3.26 - 15% = $2.7710.

3. 12.5% of the number of shares granted vest 6 months from the grant date, the remaining balance vest and become exercisable over the next 42 months at a rate of 2.0833% per month. The Option was granted as an Incentive Stock Option up to the $100,000 limitation. Any shares that did not qualify as an Incentive Stock Option was issued as a Non-Qualified Stock Option.

4. The life of the grant is 10 years from the date of grant. The Grant will automatically expire on 2/11/2015.

5. The grant price is equal to the closing FMV of the company stock of the date when it received board approval.

	Elena Farias for Mr Francis P. Barton	02/15/2005
	** 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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