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 22, 2006

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 17.1

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On August 22, 2006, Mr. George Perlegos submitted a letter to Atmel Corporation (the “Company”), tendering his resignation from the Board of Directors of the Company. A copy of the resignation letter sent by Mr. Perlegos to the Company is attached hereto as Exhibit 17.1 and is incorporated herein by reference. The Company does not intend to comment on the statements made by Mr. Perlegos in his resignation letter at this time.

The Company is providing Mr. Perlegos with a copy of the Item 5.02 disclosures it is making and is providing Mr. Perlegos with the opportunity to furnish a letter to the Company, as promptly as possible, stating whether Mr. Perlegos agrees with the statements made by the Company in response to this Item 5.02 and, if Mr. Perlegos does not agree with such statements, stating the respects in which he does not agree. The Company will file any letter received by the Company from Mr. Perlegos as an exhibit by an amendment to this Form 8-K within two business days after receipt by the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
17.1	Letter of Resignation from George Perlegos, dated August 22, 2006.

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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 23, 2006	By:	/s/ Robert Avery
		Robert Avery
		Vice President Finance & Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
17.1	Letter of Resignation from George Perlegos, dated August 22, 2006.

EX-17.1

Exhibit 17.1

Mr. Mark A. Bertelsen, Secretary
Atmel Corporation
Wilson, Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, CA 94304 Via Facsimile
Aug 22, 2006
650-493-6811

Re: Resignation as a Director of Atmel Corporation

Dear Mr. Bertelsen:

I want to inform you that I resign as a director of Atmel Corporation.
My reason is that I can no longer fulfill my fiduciary duty as a director,
Because the corporation, the board, and you are not providing me any
Information or documents about the company since July 26, 2006.
You continue to make decisions without the full board’s involvement
which I think are illegal and unethical,
including the announcement of the second quarter results.

Sincerely,

/s/ George Perlegos
George Perlegos