UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934



                         Commission file number: 0-19032

                                ATMEL CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                     77-0051991
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                2325 Orchard Parkway, San Jose, California 95131
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (408) 441-0311


        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, par value $0.001 per share
     Preferred Share Right (currently attached to and trading only with
                              the Common Stock)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value of the Registrant's common stock held by
non-affiliates on March 4, 2002 (based on the last reported price of the Common
Stock on the Nasdaq Stock Market on such date) was approximately $3,518,296,771.
Shares of Common Stock held by each officer and director have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

As of March 4, 2002 Registrant had outstanding 466,980,175 shares of Common
Stock.

                                EXPLANATORY NOTE

         This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as
Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 filed with the Securities and Exchange Commission
on March 18, 2002 ("Form 10-K"). This Form 10-K/A is being filed solely for the
purpose of amending Item 13 of Part III of the Form 10-K. The information
required by Item 13 of Part III of the Form 10-K was incorporated in the Form
10-K by reference to the Registrant's definitive proxy statement for its 2002
Annual Meeting of Stockholders held on May 1, 2002 filed with the Securities and
Exchange Commission March 21, 2002, and this information has been amended and
restated in its entirety below.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During 2001, one of our subsidiaries paid $44,603 for consulting
services to Fougere Conseil SARL. Mr. Fougere, a director of Atmel and a member
of the Compensation and Audit Committees, is Chief Executive Officer and
majority owner of Fougere Conseil SARL.

         In September 2001, Mikes Sisois exercised options to purchase an
aggregate of 72,436 shares of Common Stock, with an aggregate exercise price of
$380,898.60. Mr. Sisois paid Atmel the entire amount of the aggregate exercise
price in March 2002.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                      ATMEL CORPORATION



August 2, 2002                        By:  /s/ George Perlegos
                                         ---------------------------------------
                                           George Perlegos
                                           President and Chief Executive Officer


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