Exhibit 3.3

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                         ASIC TECHNICAL SOLUTIONS, INC.

                                      INTO

                        MICROCHIP TECHNOLOGY INCORPORATED

      (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)

     Microchip Technology Incorporated, a Delaware corporation, (the
"Corporation"), does hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of ASIC Technical Solutions, Inc., a California
corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the ___ day of March, 2000, determined to merge into
itself ASIC Technical Solutions, Inc. on the conditions set forth in such
resolutions:

     RESOLVED: That Microchip Technology Incorporated merge into itself its
subsidiary, ASIC Technical Solutions, Inc., and assume all of said subsidiary's
liabilities and obligations;

     FURTHER RESOLVED: That the Vice President and Chief Financial Officer and
the Secretary of this Corporation be and they hereby are directed to make,
execute, and acknowledge a certificate of ownership and merger setting forth a
copy of the resolution to merge said ASIC Technical Solutions, Inc. into this
corporation and to assume said subsidiary's liabilities and obligations and the
date of adoption thereof and to file the same in the office of the Secretary of
State of Delaware and a certificate copy thereof in the Office of the Recorder
of Deeds of New Castle County.

     IN WITNESS WHEREOF, said Microchip Technology Incorporated has caused its
corporate seal to be affixed and this certificate to be signed by C. Philip
Chapman, its Vice President and Chief Financial Officer and Mary Simmons, its
Assistant Secretary, this 3rd day of March, 2000.

                                        MICROCHIP TECHNOLOGY INCORPORATED

                                        By: /s/ C. Philip Chapman
                                            ------------------------------------
ATTEST:                                     C. Philip Chapman, Vice President,
                                            Chief Financial Officer

By: /s/ Mary K. Simmons
    ----------------------------------
    Mary Simmons, Assistant Secretary