CERT. OF AMEND. TO THE RESTATED CERT. OF INC.

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF MICROCHIP TECHNOLOGY INCORPORATED

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

FIRST: That at a meeting of the Corporation's Board of Directors,
resolutions were duly adopted proposing and declaring advisable a proposed
amendment to the Corporation's Restated Certificate of Incorporation, amending
Article IV(A) thereto to read as follows:

(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 one hundred and five million (105,000,000)
shares. One hundred million (100,000,000) 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.

SECOND: That upon notice given in accordance with Section 222 of the
General Corporation Law of the State of Delaware, and pursuant to a resolution
of the Board of Directors, a meeting of the stockholders of the Corporation was
duly called and held, at which meeting the stockholders approved said amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, Microchip Technology Incorporated has caused this
Certificate of Amendment to be signed by Steve Sanghi, its President and
attested by C. Philip Chapman, its Secretary as of the 28th day of July, 1997.


MICROCHIP TECHNOLOGY INCORPORATED


By /s/ Steve Sanghi
Steve Sanghi, President

ATTEST:

By: /s/ C. Philip Chapman
C. Philip Chapman, Secretary
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