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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(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) 02/01/2009 (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 02/01/2009   M   1,400 A $ 19.14 163,535 (1) I Held Directly and Indirectly by Trust and Reporting Person's Children (1) Common Stock 02/01/2009   F   524 D $ 19.14 163,011 (2) I Held Directly and Indirectly by Trust and Reporting Person's Children (2) Common Stock 02/02/2009   M   20,283 A $ 19.14 183,294 (3) I Held Directly and Indirectly by Trust and Reporting Person's Children (3) Common Stock 02/02/2009   M   60,750 A $ 19.14 244,044 (4) I Held Directly and Indirectly by Trust and Reporting Person's Children (4) Common Stock 02/02/2009   S   81,033 D $ 18.97 163,011 (2) I Held Directly and Indirectly by Trust and Reporting Person's Children (2)

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

Restricted Stock Units

$ 19.14

02/01/2009

M

1,400

(5)

(5)

Common Stock

11,200

$ 0

5,600

D

Common Stock Option (Right to Buy)

$ 10.037

02/02/2009

M

20,283

04/14/2000

04/14/2009

Common Stock

20,283

$ 0

0

D

Common Stock Option (Right to Buy)

$ 10.037

02/02/2009

M

60,750

04/01/2003

04/14/2009

Common Stock

60,750

$ 0

0

D

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		02/04/2009
**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 163,535 shares held, 1,896 shares were held Directly; 158,850 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.
(2)	Of the 163,011 shares held, 1,896 shares were held Directly; 158,326 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.
(3)	Of the 183,294 shares held, 22,179 shares were held Directly; 158,326 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.
(4)	Of the 244,044 shares held, 82,929 shares were held Directly; 158,326 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.
(5)	The restricted stock units vest in eight equal quarterly installments beginning May 1, 2008. Vested shares will be delivered to the reporting person upon vest.

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