8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

May 7, 2009

MICROCHIP TECHNOLOGY INCORPORATED

(Exact Name Of Registrant As Specified In Its Charter)

Delaware	0-21184	86-0629024
(State Or Other Jurisdiction Of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2355 West Chandler Boulevard, Chandler, Arizona  85224-6199

(Address Of Principal Executive Offices)

(480) 792-7200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                      Results of Operations and Financial Condition.

The information pursuant to Item 2.02 in this report on Form 8-K/A is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed "filed" for  purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

On May 7, 2009, we furnished via EDGAR a Form 8-K with respect to our results of operations for the fourth quarter and fiscal year ended March 31, 2009 and attached our press release thereto as Exhibit 99.1.   Such press release contained an error in that certain of the column headings for our Condensed Consolidated Statements of Income should have stated "Twelve Months Ended March 31" instead of "Three Months Ended March 31."  Our corrected Condensed Consolidated Statements of Income are attached hereto as Exhibit 99.1.

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Item 9.01.                      Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Condensed Consolidated Statements of Income for Three Months Ended March 31, 2009 and 2008 and Twelve Months Ended March 31, 2009 and 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  May 12, 2009	Microchip Technology Incorporated (Registrant)
	By: /s/ J. Eric Bjornholt
	J. Eric Bjornholt Vice President, Chief Financial Officer (Principal Accounting and Financial Officer)

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EXHIBITS

99.1 Condensed Consolidated Statements of Income for Three Months Ended March 31, 2009 and 2008 and Twelve Months Ended March 31, 2009 and 2008

EX-99.1

Exhibit 99.1

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts) (Unaudited)
	Three Months Ended March 31,				Twelve Months Ended March 31,
	2009		2008		2009			2008
Net sales	$	173,253	$	260,418	$	903,297		$	1,035,737
Cost of sales		89,286		101,784		386,793			410,799
Gross profit		83,967		158,634		516,504			624,938
Operating expenses:
Research and development		25,656		31,506		115,524			120,864
Selling, general and administrative		33,336		45,396		161,218			175,646
Special charges		5,934		-		6,434			26,763
		64,926		76,902		283,176			323,273
Operating income		19,041		81,732		233,328			301,665
Other income, net		9,881		7,089		3,922			49,320
Income before income  taxes		28,922		88,821		237,250			350,985
Income tax provision (benefit)		6,093		12,169		(11,570	)		53,237
Net income	$	22,829	$	76,652	$	248,820		$	297,748
Basic net income per share	$	0.13	$	0.41	$	1.36		$	1.44
Diluted net income per share	$	0.12	$	0.40	$	1.33		$	1.40
Basic shares used in calculation		182,392		186,969		183,158			207,220
Diluted shares used in calculation		184,168		191,261		186,788			212,048