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)

                                  June 6, 2001


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


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

     On June 6, 2001, we engaged  Ernst & Young LLP to serve as our  independent
auditors for the fiscal year ending March 31, 2002. The decision to engage Ernst
& Young was  recommended  by our Audit  Committee  and  approved by the Board of
Directors.  We did not seek the advice of Ernst & Young on specific audit issues
relating to our  consolidated  financial  statements prior to engagement of that
firm.

     On May 21, 2001, we filed a Current  Report on Form 8-K  reporting  that we
did not renew the  engagement  of KPMG LLP as our  independent  auditors for the
fiscal  year  ending  March 31,  2002.  KPMG LLP had  served as our  independent
auditors for the fiscal years ended March 31, 1993 through and  including  March
31, 2001.

                                    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: June 6, 2001                 By: /s/ Gordon W. Parnell
                                        ----------------------------------------
                                    Gordon W. Parnell
                                    Vice President, Chief Financial Officer
                                    (Principal Accounting and Financial Officer)