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Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

August 12, 1996

COMPUTATION OF NET INCOME PER SHARE

Published on August 12, 1996


MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

EXHIBIT 11 - COMPUTATION OF NET INCOME
PER SHARE (in thousands, except
per share amounts)


Three Months Ended
June 30
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1996 1995
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Net income $ 6,686 $ 11,503
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Weighted average shares:
Common shares outstanding 34,482 33,511

Common equivalent shares
representing shares issuable
upon exercise of stock options1 1,800 2,697
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Total weighted average
shares - primary 36,282 36,208
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Incremental common equivalent
shares (calculated using the
higher of end of period or
average market value)2 (49) 310
- ------ --------

Total weighted average
shares - fully diluted 36,233 36,518
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Primary net income per common and
common equivalent share $ 0.18 $ 0.32
======= ========

Fully diluted net income per common
and common equivalent share $ 0.18 $ 0.32
======= =========



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1 Amount calculated using the treasury stock method and fair market values
for stock.
2 This calculation is submitted in accordance with Regulation S-K Item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
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