SEC FORM 5/A

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WU TSUNG CHING

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ atml ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP Technology

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/16/2003	01/16/2003	G	48,780	D	$0⁽¹⁾	7,502,420	D
Common Stock	01/16/2003	01/16/2003	G	8,130	A	$0⁽²⁾	128,585	I	By Trust for Daughter
Common Stock	01/16/2003	01/16/2003	G	8,130	A	$0⁽³⁾	128,585	I	By Trust for Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Option right to buy)	$5.75⁽⁴⁾	12/19/2003		A	100,000		06/19/2004⁽⁵⁾	12/19/2013⁽⁶⁾	Common Stock	100,000⁽⁷⁾	$0⁽⁸⁾	100,000	D

Explanation of Responses:

1. The shares are bona fide gifts.

2. The shares were gifted to daughter's Trust and are attributable to reporting person's holdings.

3. The shares were gifted to Son's Trust and are attributable to reporting person's holdings.

4. Exercise price is equal to the Market Value on date of Grant.

5. 12.5% of the shares granted, vest and become exercisable 6 months after the grant date. 2.0833% of the total shares granted become exercisable on a monthly basis over the remaining 42 months. The Option was granted as an Incentive Stock Option up to the $100,000 limitation. The balance of the Option Grant is issued as a Non-Qualified Option.

6. Expiration Date is 10 years from the date of grant.

7. The Option was granted as an Incentive Stock Option up to 20,799 shares. The remaining 79,201 shares is granted as a Non-Qualified Stock Option. The total amount of the grant is 100,000 shares.

8. The derivative security does not require a purchase price. However, when the derivative securities are exercised to be converted to non-derivative, then the optionee will pay the exercise price of $5.75 per share.

Remarks:

This form was filed timely on 2/17/2004 with all of the above transactions reported. However, the total shares owned at the end of the fiscal year 2003 was incorrect on the original filing due to shares which were acquired from non-reportable transactions from an Employee Stock Purchase Plan. This amended form also reflects the change in number of ownership due to shares gifted in January 2002 which were reported twice in 2002. An amendment was submitted to correct the double reporting of the gifted shares on a FM 5A for year-end 12/31/2002.

	Tsung-Ching Wu	03/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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