CERT. OF OWNERSHIP & MERGER W/TELCOM

Exhibit 3.4

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TELCOM SEMICONDUCTOR, INC., A DELAWARE CORPORATION,

WITH AND INTO

MICROCHIP TECHNOLOGY INCORPORATED

A DELAWARE CORPORATION

(PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)

Microchip Technology Incorporated, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "CORPORATION")
does hereby certify as follows:

1. That the Corporation is organized and existing under the General
Corporation Law of the State of Delaware.

2. That the Corporation owns all the capital stock of TelCom Semiconductor,
Inc., a Delaware corporation ("TELCOM"); and

3. That the Corporation determined to merge TelCom into itself by the
resolutions of its board of directors attached hereto as EXHIBIT A, duly adopted
on January 22, 2001.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officer on this 22nd day of January, 2001.


MICROCHIP TECHNOLOGY INCORPORATED


By: /s/ Steve Sanghi
------------------------------------
Steve Sanghi, President and Chief
Executive Officer
EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
MICROCHIP TECHNOLOGY INCORPORATED
JANUARY 22, 2001

MERGER OF TELCOM SEMICONDUCTOR, INC.


WHEREAS, the Corporation lawfully owns all of the outstanding capital stock
of TelCom Semiconductor, Inc. ("SUBSIDIARY"), a corporation organized and
existing under the laws of Delaware and a wholly-owned subsidiary of the
Corporation, and

WHEREAS, the Corporation desires to merge Subsidiary into itself and to be
possessed of all the estate, property, rights, privileges and franchises of
Subsidiary (the "MERGER").

NOW, THEREFORE, BE IT RESOLVED, That the Corporation merge Subsidiary into
itself and assume all of Subsidiary's liabilities and obligations; and

FURTHER RESOLVED, That the President or any Vice-President is hereby
authorized and directed to make and execute a Certificate of Ownership and
Merger in substantially the form attached hereto as EXHIBIT A, setting forth a
copy of the resolutions to merge Subsidiary into the Corporation and to assume
all of Subsidiary's liabilities and obligations; and

FURTHER RESOLVED, That all actions heretofore taken by the officers of the
Corporation in connection with the preparation and consummation of the Merger
are hereby approved, ratified and confirmed in all respects; and

FURTHER RESOLVED, That the appropriate officers of the Corporation be, and
hereby are, authorized and directed to do or cause to be done such other actions
and things as they may deem necessary and proper in order to carry out the
Merger and to fully effectuate the purpose of the foregoing resolutions.