SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WU TSUNG CHING

(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
X	Officer (give title below)	Other (specify below)
	Exec. Vice President Tech

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	01/16/2003		G	8,130	D	$0⁽¹⁾	7,501,940	D
Common Stock	01/16/2003		G	8,130	D	$0⁽¹⁾	7,493,810	D
Common Stock	01/16/2003		G	8,130	D	$0⁽¹⁾	7,485,680	D
Common Stock	01/16/2003		G	8,130	D	$0⁽¹⁾	7,477,550	D
Common Stock	01/16/2003		G⁽²⁾	8,130	D	$0⁽¹⁾	7,469,420	D
Common Stock	01/16/2003		G⁽²⁾	8,130	D	$0⁽¹⁾	7,461,290	D
Common Stock	01/16/2003		G⁽²⁾	8,130	A	$0⁽¹⁾	128,585	I	by Trust for Daughtr
Common Stock	01/16/2003		G⁽²⁾	8,130	A	$0⁽¹⁾	128,585	I	by Trust for Son

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)	4. Transaction Code (Instr. 8)	(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)	$5.75	12/19/2003		A	79,201		06/19/2004⁽⁴⁾	12/19/2013	Common Stock	79,201	$0⁽³⁾	79,201	D
Common Stock Option (right to buy)	$5.75	12/19/2003		A	20,799		06/19/2004⁽⁴⁾	12/19/2013	Common Stock	20,799	$0⁽³⁾	100,000	D

Explanation of Responses:

1. Shares are bona-fide gifts.

2. Gift to family member. Minor still living in the same residence as reporting person.

3. Stock option grant on 12/19/03. Option price is equal to the fair market value of Atmel on the date of grant.

4. 12.5%of the total shares granted vest and become exercisable six months after the grant date, which was _12/_19 / 2004. 2.0833% of the total shares granted become exercisable on a monthly basis over the remaining forty-two months. The option was granted as an Incentive Stock Option up to the $100,000 limitation. The balance of the option grant was issued as a Non-Qualified Stock Option.

	Tsung Ching Wu	02/13/2004
	** 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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