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Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A PREFERRED STOCK

OF ATMEL CORPORATION

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

     The undersigned, Patrick G. Reutens, does hereby certify that:

     1. The undersigned is the duly elected and acting Senior Vice President, Chief Legal Officer and Secretary of Atmel Corporation, a Delaware corporation (the “Company”).

     2. Pursuant to authority conferred upon the Board of Directors of the Company by the Restated Certificate of Incorporation of the Company, on December 18, 2009, the Board of Directors of the Company adopted the following resolutions:

     “ WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations of Rights, Preferences and Privileges o


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