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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * LAMBERT DAVID S   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 (Last) (First) (Middle) C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2004 (Street) CHANDLER, AZ 85224-6199 4. If Amendment, Date 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 (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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMBERT DAVID S C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199			VP, Fab Operations

Signatures

Deborah L. Wussler, as Attorney-in-Fact		10/27/2004
**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)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.