FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LAMBERT DAVID S   2. Issuer Name and Ticker or Trading Symbol MICROCHIP TECHNOLOGY INC [MCHP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Fab Operations (Last) (First) (Middle) C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 07/27/2006 (Street) CHANDLER, AZ 85224-6199 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/26/2006   G   625 D $ 31.85 171,852 (1) (2) I Held Directly and Indirectly by Trust and by Reporting Person's Children (2) Common Stock 07/26/2006   G   625 D $ 31.85 171,852 (3) I Held Directly and Indirectly, by Trust and by Reporting Person's Children (3) Common Stock 07/26/2006   G   625 D $ 31.85 171,852 (4) I Held Directly and Indirectly by Trust and by Reporting Person's Children (4) Common Stock 07/26/2002   G   7,900 D $ 31.85 163,952 (5) I Held Directly and Indirectly by Trust and by Reporting Person's Children Common Stock 07/27/2006   A   15,000 A $ 6.259 178,952 (6) I Held Directly and Indirectly by Trust and by Reporting Person's Children. (6) Common Stock 07/27/2006   S   15,000 D $ 32.0263 163,952 (5) I Held Directly and Indirectly by Trust and by Reporting Person's Children (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Option (Right to Buy)

$ 6.259

07/27/2006

A

15,000

07/01/2002

04/01/2008

Common Stock

15,000

$ 0

45,750

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAMBERT DAVID S C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199			VP, Fab Operations

Signatures

Deborah L. Wussler, as Attorney-in-Fact		07/31/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 4/06/2006, the Reporting Person transferred ownership of 829 shares from Direct holding to Indirect holding, by Trust.
(2)	Of the 171,852 shares held, 169,084 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 200 shares were held by Reporting Person's son; and 200 shares were held by Reporting Person's daughter.
(3)	Of the 171,852 shares held, 168,459 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 200 shares were held by Reporting Person's daughter.
(4)	Of the 171,852 shares held, 167,834 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.
(5)	Of the 163,952 shares held, 159,934 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.
(6)	Of the 178,952 shares held, 174,934 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.

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