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STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

Published on August 11, 1997


MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE

(in thousands, except per share amounts)


Three Months Ended June 30,
1997 1996
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Net income $17,832 $ 6,686
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Weighted average shares:
Common shares outstanding 53,291 51,723

Common equivalent shares
representing shares issuable
upon exercise of stock options(1) 3,141 2,700
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Total weighted average
shares - primary 56,432 54,423
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Incremental common equivalent
shares (calculated using the
higher of end of period or
average market value)(2) -- --
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Total weighted average
shares - fully diluted 56,432 54,423
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Primary net income per common and
common equivalent share $ 0.32 $ 0.12
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Fully diluted net income per common
and common equivalent share $ 0.32 $ 0.12
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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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