8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                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 16, 2001


                        MICROCHIP TECHNOLOGY INCORPORATED
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


          Delaware                    0-21184                   86-062904
- ----------------------------    ---------------------     ----------------------
(State or other jurisdiction    (Commission File No.)         (IRS Employer
      of incorporation)                                   Identification Number)


           2355 West Chandler Boulevard, Chandler, Arizona 85224-6199
           ----------------------------------------------------------
                    (Address of principal executive offices)


                                 (480) 792-7200
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     KPMG LLP served as our independent auditors for the fiscal years ended
March 31, 1993 through and including March 31, 2001. We have determined to not
renew KPMG LLP's engagement for fiscal year 2002, and we notified KPMG LLP of
this decision on May 16, 2001. The decision to not renew KPMG LLP's engagement
was recommended by our Audit Committee and approved by the Board of Directors.

     Our decision to not renew KPMG LLP's engagement did not occur due to any
existing or previous accounting disagreements with KPMG LLP, and KPMG LLP has
expressed no disclaimer of opinion, adverse opinion, qualification or limitation
regarding our financial statements or the audit process, for the fiscal years
ended March 31, 2001 or 2000, or the interim period beginning April 1, 2001.
Neither have there been any accounting disagreements or reportable events within
the meaning of Item 304(a)(1)(iv) and Item 304(a)(1)(v) of SEC Regulation S-K
for those periods. KPMG LLP has stated in its attached letter addressed to the
SEC its concurrence with the foregoing statements in this paragraph.

     Our Audit Committee, together with senior management, is currently
evaluating several accounting firms in the process for selecting the independent
auditors.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (C) EXHIBITS.

         16 - Letter regarding Change in Certifying Accountant

                                    SIGNATURE

     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.


                                    Microchip Technology Incorporated


Dated: May 21, 2001                 By:  /s/ Gordon W. Parnell
                                         ---------------------------------------
                                         Gordon W. Parnell
                                         Vice President, Chief Financial Officer
                                         (Principal Accounting and Financial
                                         Officer)

EX-16

                                                                      Exhibit 16


May 18, 2001


Securities and Exchange Commission
Washington, D.C.  20549


Ladies and Gentlemen:

We were previously principal accountants for Microchip Technology Incorporated
and, under the date of April 30, 2001, we reported on the consolidated financial
statements of Microchip Technology Incorporated and subsidiaries as of and for
the years ended March 31, 2001 and 2000. On May 16, 2001, our appointment as
principal accountants was terminated. We have read Microchip Technology
Incorporated's statements included under Item 4 of its Form 8-K dated May 16,
2001, and we agree with such statements, except that the change was recommended
by the audit committee and approved by the board of directors.


                                        KPMG LLP