SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PRUNIAUX BERNARD

(Last)

(First)

(Middle)

2325 ORCHARD PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2003

3. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ ATML ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & GM ASIC Business Unit

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/11/2003

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Option (right to buy)	⁽¹⁾	04/11/2007	Common Stock	40,000	$1.9844	D
Common Stock Option (right to buy)	⁽²⁾	10/09/2008	Common Stock	280,000	$1.9844	D
Common Stock Option (right to buy)	⁽²⁾	11/15/2012	Common Stock	50,000	$2.11	D
Common Stock Option (right to buy)	⁽³⁾	09/17/2011	Common Stock	50,000	$7.12	D
Common Stock Option (right to buy)	⁽³⁾	11/17/2010	Common Stock	30,000	$12.125	D

Explanation of Responses:

1. 2.08% of the total shares granted vest and become exercisable each month after the grant date, which was 4 /_11_/1997 . The total number of shares granted become exercisable on a monthly basis over the period of forty-eight months.

2. 12.5%of the total shares granted vest and become exercisable six months after the grant date, which was _10_/_09_/1998 ,_11_/_15_/_2002__. 2.0833% of the total shares granted become exercisable on a monthly basis over the remaining forty-two months.

3. 100% of the total shares granted vest and become exercisable 60 months after the grant date which were: 9/17/2001 and 11/17/2000. (4) This form was re-filed in error on 2/17/2004 via EDGAR. The original Form 3 was filed timely on 3/11/2003 which was the original date when Mr Pruniaux became a reporting officer.

	By: Elena Farias, Attorney in Fact For: Bernard Pruniaux	02/27/2004
	** 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 5 (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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