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
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(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)
05/01/2008
(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 05/01/2008   M   1,300 A $ 38 7,381 (1) I Held Directly and Indirectly by Trust (1)
Common Stock 05/01/2008   F   406 D $ 38 6,975 (2) I Held Directly and Indirectly, by Trust (2)
Common Stock 05/01/2008   M   1,875 A $ 38 8,850 (3) I Held Directly and Indirectly, by Trust (3)
Common Stock 05/01/2008   F   586 D $ 38 8,264 (4) I Held Directly and Indirectly, by Trust (4)
Common Stock 05/02/2008   M   1,060 A $ 21 9,324 (5) I Held Directly and Indirectly, by Trust (5)
Common Stock 05/02/2008   M   4,373 A $ 21 13,697 (6) I Held Directly and Indirectly, by Trust (6)
Common Stock 05/02/2008   M   93 A $ 18.48 13,790 (7) I Held Directly and Indirectly, by Trust (7)
Common Stock 05/02/2008   M   300 A $ 18.48 14,090 (8) I Held Directly and Indirectly, by Trust (8)
Common Stock 05/02/2008   M   2,000 A $ 18.48 16,090 (9) I Held Directly and Indirectly, by Trust (9)
Common Stock 05/02/2008   M   1,000 A $ 18.48 17,090 (10) I Held Directly and Indirectly, by Trust (10)
Common Stock 05/02/2008   M   2,000 A $ 18.48 19,090 (11) I Held Directly and Indirectly, by Trust (11)
Common Stock 05/02/2008   M   11,000 A $ 18.48 30,090 (12) I Held Directly and Indirectly, by Trust (12)
Common Stock 05/02/2008   M   940 A $ 18.48 31,030 (13) I Held Directly and Indirectly, by Trust (13)
Common Stock 05/02/2008   S   93 D $ 38 30,937 (14) I Held Directly and Indirectly, by Trust. (14)
Common Stock 05/02/2008   S   300 D $ 37.9 30,637 (15) I Held Directly and Indirectly, by Trust (15)
Common Stock 05/02/2008   S   2,000 D $ 37.6 28,637 (16) I Held Directly and Indirectly, by Trust (16)
Common Stock 05/02/2008   S   1,000 D $ 37.55 27,637 (17) I Held Directly and Indirectly, by Trust (17)
Common Stock 05/02/2008   S   2,000 D $ 37.65 25,637 (18) I Held Directly and Indirectly, by Trust (18)
Common Stock 05/02/2008   S   2,000 D $ 37.5 23,637 (19) I Held Directly and Indirectly, by Trust (19)
Common Stock 05/02/2008   S   2,000 D $ 37.5 21,637 (20) I Held Directly and Indirectly, by Trust (20)
Common Stock 05/02/2008   S   5,000 D $ 37.5 16,637 (21) I Held Directly and Indirectly, by Trust (21)
Common Stock 05/02/2008   S   2,000 D $ 37.5 14,637 (22) I Held Directly and Indirectly, by Trust (22)
Common Stock 05/02/2008   S   2,000 D $ 37.55 12,637 (23) I Held Directly and Indirectly, by Trust (23)
Common Stock 05/02/2008   S   2,000 D $ 37.6 10,637 (24) I Held Directly and Indirectly, by Trust (24)
Common Stock 05/02/2008   S   2,373 D $ 37.6 8,264 (25) I Held Directly and Indirectly, by Trust (25)

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) $ 21 05/02/2008   M     1,060 08/01/2003 08/01/2012 Common Stock 5,433 $ 21 4,373 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     4,373 08/01/2003 08/01/2012 Common Stock 4,373 $ 0 0 D  
Common Stock Option (Right to Buy) $ 18.48 05/02/2008   M     93 03/31/2007 04/09/2013 Common Stock 93 $ 0 17,240 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     300 03/31/2007 04/09/2013 Common Stock 300 $ 0 16,940 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     2,000 03/31/2007 04/09/2013 Common Stock 2,000 $ 0 14,940 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     1,000 03/31/2007 04/09/2013 Common Stock 1,000 $ 0 13,940 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     2,000 03/31/2007 04/09/2013 Common Stock 2,000 $ 0 11,940 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     11,000 03/31/2007 04/09/2013 Common Stock 11,000 $ 0 940 D  
Common Stock Option (Right to Buy) $ 21 05/02/2008   M     940 03/31/2007 04/09/2013 Common Stock 940 $ 0 0 D  
Common Stock $ 38 05/01/2008   M     1,300   (26)   (26) Common Stock 10,400 $ 0 9,100 D  
Common Stock $ 38 05/01/2008   M     1,875   (27)   (27) Common Stock 1,875 $ 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   05/05/2008
**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) Of the 7,381 shares held, 1,847 shares were held Directly; 5,534 shares were held by Trust.
(2) Of the 6,975 shares held, 1,441 shares were held Directly; 5,534 shares were held by Trust.
(3) Of the 8,850 shares held, 3,316 shares were held Directly; 5,534 shares were held by Trust.
(4) Of the 8,264 shares held, 2,730 shares were held Directly; 5,534 shares were held by Trust.
(5) Of the 9,324 shares held, 3,790 shares were held Directly; 5,534 shares were held by Trust.
(6) Of the 13,697 shares held, 8,163 shares were held Directly; 5,534 shares were held by Trust.
(7) Of the 13,790 shares held, 8,256 shares were held Directly; 5,534 shares were held by Trust.
(8) Of the 14,090 shares held, 8,556 shares were held Directly; 5,534 shares were held by Trust.
(9) Of the 16,090 shares held, 10,556 shares were held Directly; 5,534 shares were held by Trust.
(10) Of the 17,090 shares held, 11,556 shares were held Directly; 5,534 shares were held by Trust.
(11) Of the 19,090 shares held, 13,556 shares were held Directly; 5,534 shares were held by Trust.
(12) Of the 30,090 shares held, 24,556 shares were held Directly; 5,534 shares were held by Trust.
(13) Of the 31,030 shares held, 25,496 shares were held Directly; 5,534 shares were held by Trust.
(14) Of the 30,937 shares held, 25,403 shares were held Directly; 5,534 shares were held by Trust.
(15) Of the 30,637 shares held, 25,103 shares were held Directly; 5,534 shares were held by Trust.
(16) Of the 28,637 shares held, 23,103 shares were held Directly; 5,534 shares were held by Trust.
(17) Of the 27,637 shares held, 22,103 shares were held Directly; 5,534 shares were held by Trust.
(18) Of the 25,637 shares held, 20,103 shares were held Directly; 5,534 shares were held by Trust.
(19) Of the 23,637 shares held, 18,103 shares were held Directly; 5,534 shares were held by Trust.
(20) Of the 21,637 shares held, 16,103 shares were held Directly; 5,534 shares were held by Trust.
(21) Of the 16,637 shares held, 11,103 shares were held Directly; 5,534 shares were held by Trust.
(22) Of the 14,637 shares held, 9,103 shares were held Directly; 5,534 shares were held by Trust.
(23) Of the 12,637 shares held, 7,103 shares were held Directly; 5,534 shares were held by Trust.
(24) Of the 10,637 shares held, 5,103 shares were held Directly; 5,534 shares were held by Trust.
(25) Of the 8,264 shares held, 2,730 shares were held Directly; 5,534 shares were held by Trust.
(26) 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.
(27) The restricted stock units vested in full on the first anniversary of the first business day of the month following the date of grant.

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