EXHIBIT 31.2
Published on February 6, 2007
Exhibit
31.2
CERTIFICATION
I,
Gordon
Parnell, certify that:
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1.
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I
have reviewed this Form 10-Q of Microchip Technology
Incorporated;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact
or omit to state a material fact necessary to make the statements
made, in
light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included
in this report, fairly present in all material respects the financial
condition, results
of operations and cash flows of the registrant as of, and for, the
periods
presented in
this report;
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4.
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The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and l5d-l5(e)) and internal
control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in
which this report is being
prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide
reasonable assurance regarding the reliability of financial reporting
and
the preparation
of financial statements for external purposes in accordance with
generally
accepted
accounting principles;
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(c)
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Evaluated
the effectiveness of the registrant's disclosure controls and
procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure
controls and procedures, as of the end of the period covered by this
report based
on such evaluation; and
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(d)
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Disclosed
in this report any change in the registrant's internal control over
financial
reporting that occurred during the registrant's most recent fiscal
quarter
(the
registrant's fourth fiscal quarter in the case of an annual report)
that
has materially affected,
or is reasonably likely to materially affect, the registrant's internal
control over
financial reporting; and
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5.
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The
registrant's other certifying officer and I have disclosed, based
on our
most recent
evaluation of internal control over financial reporting, to the
registrant's auditors and
the audit committee of the registrant’s Board of Directors (or persons
performing the equivalent
functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of
internal control over financial reporting which are reasonably likely
to
adversely affect
the registrant's ability to record, process, summarize and report
financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees
who have a significant role in the registrant's internal control
over
financial reporting.
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Date: February
6, 2007
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/s/
Gordon W. Parnell
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Gordon
W. Parnell
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Vice
President and CFO
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