DEF 14A: Definitive proxy statements

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[x] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Microchip Technology Incorporated
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined:

________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

________________________________________________________________________

(5) Total fee paid:

________________________________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: _______________

(2) Form, Schedule or Registration Statement No.: ________________

(3) Filing Party: ________________

(4) Date Filed: __________________
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MICROCHIP TECHNOLOGY INCORPORATED

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 10, 1998
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The Annual Meeting of Stockholders of Microchip Technology Incorporated, a
Delaware corporation (the "Company"), will be held at 9:00 a.m. local time on
Monday, August 10, 1998, at the Company's facility at 1200 South 52nd Street,
Tempe, Arizona, for the following purposes:

1. To elect directors to serve until the next annual meeting of
stockholders and until their successors are elected and qualified;

2. To ratify the appointment of KPMG Peat Marwick LLP as the independent
auditors of the Company for the fiscal year ending March 31, 1999; and

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on June 12, 1998 are
entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to personally attend the meeting.
To assure your representation at the meeting, however, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she previously has returned a
proxy.


Sincerely,


/s/ C. Philip Chapman

C. Philip Chapman
Secretary


Chandler, Arizona
July 6, 1998
[GRAPHIC OMITTED]

MICROCHIP TECHNOLOGY INCORPORATED
2355 West Chandler Boulevard
Chandler, Arizona 85224-6199

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PROXY STATEMENT
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VOTING AND OTHER MATTERS
General

The enclosed proxy is solicited on behalf of Microchip Technology
Incorporated, a Delaware corporation (the "Company"), by the Company's board of
directors (the "Board of Directors") for use at the Annual Meeting of
Stockholders to be held at 9:00 a.m. local time on Monday, August 10, 1998 (the
"Meeting"), or at any adjournment thereof, for the purposes set forth in this
Proxy Statement and in the accompanying Notice of Annual Meeting of
Stockholders. The Meeting will be held at the Company's facility at 1200 South
52nd Street, Tempe, Arizona.

These proxy solicitation materials were first mailed on or about July 6,
1998, to all stockholders entitled to vote at the Meeting.

Voting Securities and Voting Rights

Stockholders of record at the close of business on June 12, 1998 (the
"Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date, 50,779,101 shares of Common Stock were issued and outstanding.

The presence, in person or by proxy, of the holders of a majority of the
total number of shares of Common Stock outstanding on the Record Date
constitutes a quorum for the transaction of business at the Meeting. Shares
that are voted "FOR," "AGAINST," or "WITHHELD FROM" a matter are treated as
being present at the Meeting for purposes of establishing a quorum and are also
treated as shares entitled to vote at the Meeting (the "Votes Cast") with
respect to such matter. Each stockholder voting at the Meeting, either in
person or represented by proxy, may cast one vote per share of Common Stock
held on all matters to be voted on at the Meeting. Assuming that a quorum is
present, the affirmative vote of a majority of the Votes Cast is required for
the ratification of the appointment of the Company's independent auditors. In
the election of directors, the four nominees receiving the highest number of
affirmative votes shall be elected as directors. Votes withheld from any
director are counted for purposes of determining the presence of a quorum, but
have no other legal effect under Delaware law.

Voting of Proxies; Abstentions; Broker Non-Votes

Votes cast in person or by proxy at the Meeting will be tabulated by the
election inspector(s) appointed for the Meeting. When a proxy is properly
executed and returned, the shares it represents will be voted at the Meeting as
directed. Any proxy that is returned using the form of proxy enclosed and that
is not marked as to a particular item will be voted: (i) "FOR" the election of
each of the nominees set forth in this Proxy Statement; (ii) "FOR" approval of
each of the other matters presented to stockholders in this Proxy Statement;
and (iii) as the proxy holders deem advisable on other matters that may come
before the Meeting. A stockholder may indicate on the enclosed proxy or its
substitute that it is abstaining from voting on a particular matter (an
"abstention"). A broker may indicate on the enclosed proxy or its substitute
that it does not have discretionary authority as to certain shares to vote on a
particular matter (a "broker non-vote"). Abstentions and broker non-votes are
each tabulated separately. The election
inspector(s) will determine whether a quorum is present at the Meeting. In
general, Delaware law provides that a majority of the shares entitled to vote,
present in person or represented by proxy, constitutes a quorum. Abstentions
and broker non-votes of shares that are entitled to vote are treated as shares
that are present in person or represented by proxy for purposes of determining
the presence of a quorum. In determining whether a proposal has been approved,
abstention of shares that are entitled to vote are treated as Votes Cast with
respect to such proposal, but not as voting for such proposal and hence have
the same effect as votes against such proposal; broker non-votes of shares that
are entitled to vote are not treated as Votes Cast with respect to the
particular proposal on which the broker has expressly not voted, and hence have
no effect on the outcome of the voting on a proposal that requires a majority
of the Votes Cast. However, with respect to a proposal that requires a majority
of the outstanding shares of Common Stock, a broker non-vote has the same
effect as a vote against the proposal.

Revocability of Proxies

Any person giving a proxy may revoke the proxy at any time before its use
by delivering to the Company written notice of revocation or a duly executed
proxy bearing a later date or by attending the Meeting and voting in person.

Solicitation

The Company will pay all expenses of this solicitation. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for expenses incurred in forwarding solicitation materials to
such beneficial owners. Proxies also may be solicited by certain of the
Company's directors and officers, personally or by telephone, without
additional compensation. The Company may also, at its sole expense, retain a
proxy solicitation firm to assist in the distribution of proxy solicitation
materials and in the collection of proxies. If so, the Company believes that
the expense will not exceed $15,000.
2
ELECTION OF DIRECTORS

Nominees

A board of four directors is to be elected at the Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for each of the nominees named below. All of the nominees are currently
directors of the Company. In the event that any such nominee is unable or
declines to serve as a director at the time of the Meeting, the proxies will be
voted for any nominee designated by the current Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. The term of office of each person elected as a director at
the Meeting will continue until the next annual meeting of stockholders and
until a successor has been elected and qualified.

The following table sets forth certain information regarding the nominees
for director of the Company: