Ownership Submission
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 *
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)
02/26/2008
(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 02/26/2008   M   23,200 A $ 23.389 38,734 (3) I Held Directly and Indirectly by Trust (3)
Common Stock 02/26/2008   M   9,000 A $ 24.861 15,534 (1) (2) I Held Directly and Indirectly by Trust (1) (2)
Common Stock 02/26/2008   S   100 D $ 32.68 38,634 (4) I Held Directly and Indirectly by Trust (4)
Common Stock 02/26/2008   S   3,300 D $ 32.66 35,334 (5) I Held Directly and Indirectly by Trust (5)
Common Stock 02/26/2008   S   3,100 D $ 32.63 32,234 (6) I Held Directly and Indirectly by Trust (6)
Common Stock 02/26/2008   S   500 D $ 32.61 31,734 (7) I Held Directly and Indirectly by Trust (7)
Common Stock 02/26/2008   S   10,200 D $ 32.6 21,534 (8) I Held Directly and Indirectly by Trust (8)
Common Stock 02/26/2008   S   5,000 D $ 32.58 16,534 (9) I Held Directly and Indirectly by Trust (9)
Common Stock 02/26/2008   S   10,000 D $ 32.59 6,534 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
Common Stock Option (Right to Buy) $ 24.861 02/26/2008   M     9,000 03/31/2001 06/01/2010 Common Stock 9,000 $ 0 0 D  
Common Stock Option (Right to Buy) $ 23.389 02/26/2008   M     23,200 07/01/2004 04/14/2010 Common Stock 23,200 $ 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, Attorney-in-Fact   02/28/2008
**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 10/1/07, the Reporting Person transferred ownership of 116 shares from Direct holding to Indirect holding, by Trust.
(2) Of the 15,534 shares held, 9,000 shares were held Directly; 6,534 shares were held by Trust.
(3) Of the 38,734 shares held, 32,200 shares were held Directly; 6,534 shares were held by Trust.
(4) Of the 38,634 shares held, 32,100 shares were held Directly; 6,534 shares were held by Trust.
(5) Of the 35,334 shares held, 28,800 shares were held Directly; 6,534 shares were held by Trust.
(6) Of the 32,234 shares held, 25,700 shares were held Directly; 6,534 shares were held by Trust.
(7) Of the 31,734 shares held, 25,200 shares were held Directly; 6,534 shares were held by Trust.
(8) Of the 21,534 shares held, 15,000 shares were held Directly; 6,534 shares were held by Trust.
(9) Of the 16,534 shares held, 10,000 shares were held Directly; 6,534 shares were held by Trust.

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.