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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