FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * PARNELL GORDON W   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 (Last) (First) (Middle) C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2005 (Street) CHANDLER, AZ 85224-6199 4. If Amendment, Date 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 (City) (State) (Zip) 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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PARNELL GORDON W C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199			VP and CFO

Signatures

Deborah L. Wussler, as Attorney-in-Fact		04/13/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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