8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 14, 2006

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 14, 2006, Atmel Corporation (the “Company”) received a staff determination notice from The Nasdaq Stock Market indicating that because the Company had failed to timely file its Form 10-Q for the quarter ended June 30, 2006, it is currently not in compliance with the continued listing requirements set forth in NASDAQ Marketplace Rule 4310(c)(14). The Company will request a hearing before the NASDAQ Listing Qualifications Panel to review the staff determination.

The Company also announced today that it had received an informal request for information from the San Francisco District Office of the Securities and Exchange Commission relating to the Company’s past granting of stock options. The Company intends to cooperate fully with all matters related to this request.

A copy of the press release relating to these announcements is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated as of August 15, 2006, entitled “Atmel to Request Hearing Regarding NASDAQ Staff Determination Notice.”

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SIGNATURES

     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.

	Atmel Corporation
	(Registrant)
Date: August 15, 2006	By:	/s/ Robert Avery
		Robert Avery
		Vice President Finance &
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated as of August 15, 2006, entitled “Atmel to Request Hearing Regarding NASDAQ Staff Determination Notice.”

EX-99.1

Exhibit 99.1

NEWS RELEASE

Atmel to Request Hearing Regarding NASDAQ Staff Determination Notice

SAN JOSE, CA, August 15, 2006 . . . Atmel^® Corporation (NASDAQ: ATML), a global leader in the development and fabrication of advanced semiconductor solutions, today announced that it will request a hearing before the NASDAQ Listing Qualifications Panel to review a NASDAQ Staff Determination notice stating that the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14), and that the Company’s common stock is subject to delisting, because the Company has not timely filed its second quarter Form 10-Q for the period ended June 30, 2006. The hearing request will automatically stay the delisting of Atmel’s common stock, and shares of Atmel common stock will continue trading on the NASDAQ, pending the outcome of the Panel’s decision. There can be no assurance that the Panel will grant a request for continued listing.

Atmel also announced today that it had received an informal request for information from the San Francisco District Office of the Securities and Exchange Commission relating to the Company’s past granting of stock options. The Company intends to cooperate fully with all matters related to this request.

On July 25, 2006, Atmel announced that the Audit Committee of the Company’s Board of Directors had initiated an independent investigation regarding timing of past stock option grants and other potentially related issues. As a result of the continuing investigation, the Company did not file its second quarter Form 10-Q by the extended due date of August 14, 2006. The Audit Committee, assisted by independent legal counsel and independent accounting consultants, will make every effort to complete the investigation and file its Form 10-Q as soon as practicable.

Atmel Corporation • 2325 Orchard Parkway • San Jose CA 95131 • Phone (408) 441-0311 • Fax (408) 487-2600

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with complete system solutions. Focused on consumer, industrial, security, communications, computing and automotive markets, Atmel ICs can be found Everywhere You Are^®.

Contact: Robert Pursel, Director of Investor Relations, 1-408-487-2677, rpursel@atmel.com

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