PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED JULY 25, 2001                     REGISTRATION NO. 333-63996

                                  $511,500,000

                                ATMEL CORPORATION
            ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES DUE 2021
                                       AND
                             SHARES OF COMMON STOCK

      This prospectus supplement relates to the resale by the selling
securityholders of our Zero Coupon Convertible Subordinated Debentures due 2021
and the shares of our common stock, par value $0.001 per share, issuable upon
the conversion of the debentures.

      This prospectus supplement should be read in conjunction with the
prospectus dated July 25, 2001, and the prospectus supplements dated August 1,
2001, August 23, 2001 and December 6, 2001, each of which is to be delivered
with this prospectus supplement.

      The table below sets forth information as of the date hereof concerning
beneficial ownership of the debentures of the selling securityholders therein
listed. All information concerning beneficial ownership has been furnished by
the selling security holders.



                                                           PRINCIPAL AMOUNT
                                                            AT MATURITY OF                        NUMBER OF
                                                              DEBENTURES                          SHARES OF     PERCENTAGE OF
                                                             BENEFICIALLY      PERCENTAGE OF    COMMON STOCK     COMMON STOCK
                                                          OWNED THAT MAY BE     DEBENTURES       THAT MAY BE     OUTSTANDING
                             NAME                                SOLD           OUTSTANDING       SOLD (1)           (2)
                             ----                                ----           -----------       --------           ---
                                                                                                    
Commerzbank AG, Frankfurt ............................        25,000,000           4.89%           574,575            *
Highbridge International LLC .........................         6,500,000           1.27%           149,389            *
Victory Capital Management as Trustee for Parker / Key
   Convertible .......................................           370,000             *              8,503             *

Credit Suisse First Boston Corp.  ....................            40,000             *                919             *


- ----------

*     Less than 1%.

(1)   Assumes conversion of all of the holder's debentures at a conversion rate
      of 22.983 shares of common stock per $1,000 principal amount at maturity.
      However, this conversion rate will be subject to adjustment as described
      under "Description of Debentures -- Conversion of Debentures by Holders,"
      beginning on page 19 of the prospectus dated July 25, 2001. As a result,
      the amount of common stock issuable upon conversion of the debentures may
      increase or decrease in the future. Under the terms of the indenture, cash
      will be paid in lieu of issuing fractional shares, if any, upon conversion
      of the debentures.

(2)   Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using
      463,708,515 shares of common stock outstanding as of March 31, 2001. In
      calculating this amount, we treated as outstanding the number of shares of
      common stock issuable upon conversion of all of that particular holder's
      debentures. However, we did not assume the conversion of any other
      holder's debentures.



      THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS.


      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


            The date of this Prospectus Supplement is March 4, 2002.