8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 22, 2008

MICREL, INCORPORATED

(Exact name of Registrant as Specified in its Charter)

California	1-34020	94-2526744
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2180 Fortune Drive, San Jose, California, 95131

(Address of Principal Executive Offices)

(408) 944-0800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

On April 22, 2008, the Board of Directors of Micrel, Incorporated (the “Company”) approved an amendment of Section 2.12 of the Company’s Bylaws (the “Amendment”) in order to clarify that proxies may be delivered by telephonic and various electronic means. The complete text of the Amendment, which took effect on April 22, 2008, is contained in Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

  3.1 Certificate of Amendment to the Bylaws of the Company, dated April 22, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: April 25, 2008	MICREL, INCORPORATED
	By:	/s/ Richard D. Crowley
	Name:	Richard D. Crowley
	Title:	Vice President, Finance and Chief Financial Officer

Exhibit Index

  3.1 Certificate of Amendment to the Bylaws of the Company, dated April 22, 2008

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE BYLAWS

OF

MICREL, INCORPORATED

The undersigned, being the duly acting and appointed Secretary of Micrel, Incorporated, a California corporation (the “Corporation”), hereby certifies that:

1. By action of the board of directors of the Corporation, pursuant to Section 9.2 of the Bylaws of the Corporation, taken at a meeting held on April 22, 2008, Article II, Section 2.12 of the Bylaws of the Corporation was amended to read in its entirety as follows:

2.12. PROXIES

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy (including, but not limited to a facsimile, telegraphic and other electronic communication) signed, or an electronic transmission authorized, by the person or person’s attorney-in-fact and filed with the secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, facsimile, telegraphic or electronic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A proxy may be transmitted by oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting it to the meeting or by attendance at such meeting and voting in person, or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Code.

The matters set forth in this certificate are true and correct of my own knowledge.

Dated: April 22, 2008

/s/ J. Vincent Tortolano

J. Vincent Tortolano, Secretary