EXHIBIT 10.11.3

SECOND AMENDMENT TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS
AGREEMENT

1. General Background.  In accordance with Section 27 of the
Amended and Restated Preferred Stock Rights Agreement between
Fleet National Bank (the "Rights Agent") and MIPS Technologies,
Inc. dated September 11, 2000 and all amendments thereto
(the "Agreement"), the Rights Agent and MIPS Technologies, Inc.
desire to amend the Agreement in connection with the
recombination of the Company's Class A common stock and Class B
common stock into a single class of common stock.

2. Effectiveness.  This Amendment shall be effective as of
November 14, 2003 (the "Amendment") and all defined terms and
definitions in the Agreement shall be the same in the Amendment
except as specifically revised by the Amendment.

3. Revisions.

  (a) The first sentence of Section 1(a) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of at least 15% of the Company's Common Shares
then outstanding (each such share ownership amount herein referred
to as a "Threshold Amount"), but shall not include any Excluded
Person (as such term is hereinafter defined).

  (b) The first sentence of Section 1(g) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"Common Shares" when used with reference to the Company shall mean
the shares of Common Stock of the Company, par value $0.001 per
share.

  (c) The section entitled "Distribution Date" in Exhibit C to the
Agreement is hereby deleted in its entirety and replaced with the
following:

Distribution Date: Rights will separate from the Common Stock and
become exercisable following (a) the tenth day (or such later date
as may be determined by the Company's Board of Directors) after a
person or group acquires beneficial ownership of at least 15% of
the Company's Common Shares then outstanding (each such share
ownership amount herein referred to as a "Threshold Amount"), or
(b) the tenth business day (or such later date as may be determined
by the Company's Board of Directors) after a person or group
announces a tender or exchange offer, the consummation of which
would result in ownership by a person or group of a Threshold
Amount. The Board of Directors may extend the date on which the
Rights become exercisable.

  (d) The section entitled "Exchange Provision" in Exhibit C to the
Agreement is hereby deleted in its entirety and replaced with the
following:

Exchange Provision: At any time after the date on which an Acquiring
Person obtains a Threshold Amount and prior to the acquisition by
the Acquiring Person of 50% of the outstanding Common Stock, a
majority of the Board of Directors and the Board of Directors of the
Company may exchange the Rights (other than Rights owned by the
Acquiring Person or its affiliates), in whole or in part, for shares
of Common Stock of the Company at an exchange ratio of one share of
Common Stock per Right (subject to adjustment).

4. Change of Rights Agent.

After first sentence of Section 21 ending with "...by first-class
mail."  add:

"In the event the transfer agency relationship in effect between the
Company and the Rights Agent terminates, the Rights Agent will be
deemed to resign automatically on the effective date of such
termination; and any required notice will be sent by the Company."

5. Force Majeure.

Insert as new Section 35:

Force Majeure.

Notwithstanding anything to the contrary contained herein, Rights
Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without
limitation, acts of God, terrorist acts, shortage of supply,
breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.

6. Full Force and Effect.  Except as amended hereby, the Agreement
and all schedules or exhibits thereto shall remain in full force
and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in their names and on their behalf by and through their
duly authorized officers, as of this 14th day of November 2003.

MIPS TECHNOLOGIES, INC.


By: /s/ JOHN BOURGOIN
John Bourgoin
Title: Chief Executive Officer


EQUISERVE TRUST COMPANY, N.A.


By: /s/ JOSHUA P. MCGINN
Joshua P. McGinn
Title: Senior Account Manager