RESTATED CERTIFICATE OF INCORPORATION

Exhibit 3.1

RESTATED CERTIFICATE
OF INCORPORATION
OF MICROCHIP TECHNOLOGY INCORPORATED,
a Delaware Corporation

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

1. The present name of the Corporation is Microchip Technology
Incorporated. The Corporation was originally incorporated under the name
Microchip Acquisition Corporation. The original Certificate of Incorporation of
the Corporation was filed with the Secretary of the State of Delaware on
February 14, 1989.

2. This Restated Certificate of Incorporation of the Corporation,
which only restates and integrates and does not further amend the provisions of
the Corporation's certificate of incorporation, as heretofore amended, was duly
adopted in accordance with the provisions of Section 245 of the DGCL.

3. The Certificate of Incorporation of said Corporation shall be
restated to read in full as follows:

ARTICLE I

The name of this corporation is Microchip Technology Incorporated.

ARTICLE II

The address of the registered office of this corporation in the State of
Delaware is Corporation Trust Center, 209 Orange Street, City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

ARTICLE III

The nature of the business or purposes of this corporation to be conducted
or promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

(A) CLASSES OF STOCK. This corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to issue is four
hundred and fifty-five million (455,000,000) shares. Four hundred and fifty
million (450,000,000) shares shall be Common Stock, par value $0.001 per share,
and five million (5,000,000) shares shall be Preferred Stock, par value $0.001
per share.
(B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Preferred
Stock authorized by this Restated Certificate of Incorporation may be issued
from time to time in series. The Board of Directors is hereby authorized to fix
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or of any of them.
Subject to compliance with applicable protective voting rights which have been
or may be granted to the Preferred Stock or any series thereof in Certificates
of Designation or the corporation's Certificate of Incorporation, as amended
from time to time ("Protective Provisions"), but notwithstanding any other
rights of the Preferred Stock or any series thereof, the rights, privileges,
preferences and restrictions of any such additional series may be subordinated
to, PARI PASSU with (including, without limitation, inclusion in provisions with
respect to liquidation and acquisition preferences, redemption and/or approval
of matters by vote or written consent), or senior to any of those of any present
or future class or series of Preferred or Common Stock. Subject to compliance
with applicable Protective Provisions, the Board of Directors is also authorized
to increase or decrease the number of shares of any series, prior or subsequent
to the issue of that series, but not below the number of shares of such series
then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.

(C) COMMON STOCK.

1. DIVIDEND RIGHTS. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.

2. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation, after distribution in
full of preferential amounts to be distributed to holders of shares of Preferred
Stock, the holders of shares of the Common Stock shall be entitled to receive
all of the remaining assets of the corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of the Common Stock
held by them.

3. REDEMPTION. The Common Stock is not redeemable.

4. VOTING RIGHTS. The holder of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any stockholders'
meeting in accordance with the By-laws of this corporation, and shall be
entitled to vote upon such matters and in such manner as may be provided by law.

On September 21, 1999, the Board of Directors adopted a resolution amending
the rights, preferences and privileges of the series of 650,000 shares of
Preferred Stock designated as Series A Participating Preferred Stock. Such
rights, preferences and privileges are set forth in the Amended Certificate of
Designations of Rights, Preferences and Privileges of Series A Participating
Preferred Stock attached hereto as Exhibit A.

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ARTICLE V

Except as otherwise provided in this Restated Certificate of Incorporation,
in furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind any or all of the Bylaws of the corporation.

ARTICLE VI

The number of directors of the corporation shall be fixed from time to time
by a bylaw or amendment thereof duly adopted by the Board of Directors or by the
stockholders.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.

ARTICLE IX

A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to authorize, with the approval of the corporation's stockholders, further
reductions in the liability of the corporation's directors for breach of
fiduciary duty, then a director of the corporation shall not be liable for any
such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. Any repeal or modification of the foregoing provisions of
this Article IX by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.

ARTICLE X

Except as provided herein, the corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

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IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be duly executed on August __, 2002.


MICROCHIP TECHNOLOGY INCORPORATED


By /s/ Steve Sanghi
-------------------------------------
Name: Steve Sanghi
Office: President

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EXHIBIT A

AMENDED

CERTIFICATE OF DESIGNATIONS OF RIGHTS. PREFERENCES
AND PRIVILEGES OF
SERIES A PARTICIPATING PREFERRED STOCK
OF
MICROCHIP TECHNOLOGY INCORPORATED
(No shares of the class or series of stock have been issued.)

The undersigned, Steve San& and C. Philip Chapman do hereby certify:

1. That they am the duly elected and acting President and Secretary,
respectively, of Microchip Technology Incorporated, a Delaware corporation (the
"Corporation".

2. That the Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock of Microchip Technology
Incorporated was originally filed with the Secretary of the State of Delaware an
February 13, 1995 and is now being amended and restated in the following form.

3. That pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of incorporation of the said Corporation, the said
Board of Directors on September 21, 1999 adopted the following resolution
amending the rights, preferences, and privileges of the series of 650,000 shares
of Preferred Stock designated as Series A Participating Preferred Stock:

"RESOLVED, that pursuant to the authority vested in the Board of Directors
of the corporation by the Restated Certificate of Incorporation, the Board of
Directors does hereby amend and restate the designations, powers, preferences
and relative and other special rights and the qualifications, limitations and
restrictions of the Series A Participating Preferred Stock as follows:

Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "SERIES A PARTICIPATING PREFERRED STOCK." The Series A
Participating Preferred Stock shall have a par value of $0.001 per share, and.
the number of shares constituting such series shall be 650,000.

Section 2. PROPORTIONAL ADJUSTMENT. In the event the Corporation shall at
any time after the issuance of any share or shares of Series A Participating
Preferred Stock (i) declare any dividend on Common Stock of the Corporation
("Common Stock") payable in shares of Common Stock. (ii) subdivide the
outstanding Common Stork or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Corporation shall
simultaneously effect a proportional adjustment to the number of outstanding
shares of Series A Participating Preferred Stock.
Section 3. DIVIDENDS AND DISTRIBUTIONS.

(a) Subject to the prior and superior right of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Participating Preferred Stock with respect to dividends, the holders
of shares of Series A Participating Preferred Stock shall be entitled to receive
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of January, April, July and October in each year (each such date being referred
to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Participating Preferred Stock- in an amount per share
(rounded to the nearest cent) equal to 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Participating Preferred Stock.

(b) The Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in paragraph (a) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

(c) Dividends shall begin to accrue on outstanding shares of Series A
Participating Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Participating Preferred
Stock, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares- or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Series A Participating Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

Section 4. VOTING RIGHTS. The holders of shares of Series A Participating
Preferred Stack shall have the following voting rights:

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(a) Each share of Series A Participating Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the corporation.

(b) Except as otherwise provided herein or by law, the holders of
shares of Series A Participating Preferred Stock and the holders of shares of
Common Stock shall vole together as one class on all matters submitted to a vote
of stockholders of the Corporation.

(c) Except as required by law, holders of Series A Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

Section 5. CERTAIN RESTRICTIONS.

(a) The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issue of a share or fraction of a
share of. Series A Participating Preferred Stock unless concurrently therewith
it shall declare a dividend on the Series A Participating Preferred Stock as
required by Section 3 hereof.

(b) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Participating Preferred Stock as provided in Section 3
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not

(i) declare to pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Participating Preferred Stock;

(ii) declare or pay dividends on, make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with Series A Participating Preferred
Stock, except dividends paid ratably on the Series A Participating Preferred
Stock and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Participating
Preferred Stock. provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Participating Preferred
Stock;

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(iv) purchase or otherwise acquire for consideration any shares
of Series A Participating Preferred Stock, or any shares of stock tanking on a
parity with the Series A Participating Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Hoard of Directors) to ell holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.

(c) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.

Section 6. REACQUIRED SHARES. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions an issuance set forth
herein and, in the Restated Certificate of Incorporation, as then amended.

Section 7. LIQUIDATION DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series A
Participating Preferred Stock shall be entitled to receive an aggregate amount
per share equal to 100 times the aggregate amount to be distributed per share to
holders of sharers of Common Stock plus an amount equal to any accrued and
unpaid dividends on such shares of Series A Participating Preferred Stock.

Section 8, CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share equal to 100 times the aggregate
amount of stock securities, cash and/or any other property (payable in kind), as
the case may be, into which or for which each share of Common Stock is changed
or exchanged.

Section 9. NO REDEMPTION. The shares of Series A Participating Preferred
Stock shall not be redeemable.

Section 10. RANKING. The Series A Participating Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets. unless; the terms of any
such series shall provide otherwise.

Section 11. AMENDMENT. The Restated Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers,

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preference or special rights of the Series A Participating Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of a
majority of the outstanding shares of Series A Participating Preferred Stock,
voting separately as a class.

Section 12. FRACTIONAL SHARES. Series A Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Participating Preferred Stock.

RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of this corporation be, and they hereby
are, authorized and directed to prepare and file a Certificate of Designation of
Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of Delaware law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution."

We further declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Designation are true and correct of our own
knowledge.

Executed at Chandler, Arizona on October 11, 1999.


/s/ Steve Sanghi
----------------------------------------
Steve Sanghi
CHAIRMAN OF THE BOARD. PRESIDENT AND
CHIEF EXECUTIVE OFFICER


/s/ C. Philip Chapman
----------------------------------------
C. Philip Chapman
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY

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