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Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes     x       No     o

On November 5, 2002, Registrant had outstanding 465,612,762 shares of Common Stock.

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ATMEL CORPORATION

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2002

INDEX

			Page
Part I:	Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets at September 30, 2002 and December 31, 2001	1
		Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2002 and September 30, 2001	2
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and September 30, 2001	3
		Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2002 and September 30, 2001	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4.	Controls and procedures	34
Part II:	Other Information
	Item 1.	Legal Proceedings	35
	Item 2.	Changes in Securities and Use of Proceeds	35
	Item 3.	Defaults Upon Senior Securities	35
	Item 4.	Submission of Matters to a Vote of Securities Holders	35
	Item 5.	Other Information	35
	Item 6.	Exhibits and Reports on Form 8-K	35
Signatures			36
Certifications			37

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PART I:    FINANCIAL INFORMATION

Item 1.  Financial Statements

Atmel Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)

		September 30, 2002				December 31, 2001
Current assets
Cash and cash equivalents		$	388,660			$	333,131
Short term investments			109,490				259,877
Accounts receivable, net			188,602				186,558
Inventories			286,714				301,591
Other current assets			66,813				107,966
Total current assets			1,040,279				1,189,123
Fixed assets, net			1,045,133				1,651,475
Fixed assets held for sale			174,427				—
Other assets			39,739				183,599
Total assets		$	2,299,578			$	3,024,197
Current liabilities
Current portion of long-term debt and capital leases		$	182,190			$	255,742
Convertible notes			146,153				—
Trade accounts payable			100,541				147,315
Accrued liabilities and other			303,002				307,400
Deferred income on shipments to distributors			20,813				24,296
Total current liabilities			752,699				734,753
Convertible notes			212,961				345,918
Long-term debt and capital leases less current portion			246,200				347,294
Other long term liabilities			146,590				109,705
Total liabilities			1,358,450				1,537,670
Stockholders’ equity
Common stock			468				466
Additional paid in capital			1,251,410				1,245,399
Accumulated other comprehensive income (loss)			11,739				(62,438	)
Retained earnings/accumulated (deficit)			(322,489	)			303,100
Total stockholders’ equity			941,128				1,486,527
Total liabilities and stockholders’ equity		$	2,299,578			$	3,024,197

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Atmel Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2002				2001				2002				2001
Net revenues		$	298,657			$	294,752			$	889,183			$	1,187,692
Expenses
Cost of revenues			257,578				261,944				726,027				826,636
Research and development			65,880				65,340				191,512				203,809
Selling, general and administrative			31,695				47,404				96,832				147,846
Restructuring and asset impairment charge			39,630				481,296				381,013				481,296
Total expenses			394,783				855,984				1,395,384				1,659,587
Operating loss			(96,126	)			(561,232	)			(506,201	)			(471,895	)
Interest and other expenses, net			(6,199	)			(9,717	)			(25,531	)			(11,580	)
Loss before taxes			(102,325	)			(570,949	)			(531,732	)			(483,475	)
Income tax benefit (provision)			—				128,186				(93,857	)			96,695
Net loss		$	(102,325	)		$	(442,763	)		$	(625,589	)		$	(386,780	)
Basic net loss per share		$	(0.22	)		$	(0.95	)		$	(1.34	)		$	(0.83	)
Diluted net loss per share		$	(0.22	)		$	(0.95	)		$	(1.34	)		$	(0.83	)
Shares used in basic net loss per share calculations			467,771				465,032				467,390				464,184
Shares used in diluted net loss per share calculations			467,771				465,032				467,390				464,184

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Atmel Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Nine Months Ended September 30,
	2002				2001
Cash from operating activities
Net loss	$	(625,589	)		$	(386,780	)
Items not requiring the use of cash
Depreciation and amortization		179,250				232,629
Provision for doubtful accounts receivable		(610	)			9,681
Asset impairment charge		364,839				481,296
Loss on sales of fixed assets		295				5,404
Deferred income taxes		85,857				(111,589	)
Other		16,197				11,332
Changes in operating assets and liabilities
Accounts receivable		9,450				162,522
Inventories		21,843				(37,327	)
Prepaid taxes and other assets		19,153				(6,321	)
Trade accounts payable and other accrued liabilities		25,364				(23,775	)
Federal, state, local and foreign taxes		77,189				(46,848	)
Deferred income on shipments to distributors		(3,570	)			(5,792	)
Net cash provided by operating activites		169,668				284,432
Cash from investing activities
Acquisition of fixed assets		(93,989	)			(755,954	)
Sales of fixed assets		15,538				1,533
Purchase of investments		(43,760	)			(144,417	)
Sale or maturity of investments		189,914				351,897
Net cash provided by (used in) investing activites		67,703				(546,941	)
Cash from financing activities
Issuance of notes payable		—				9,146
Proceeds from issuance of convertible notes		—				200,027
Proceeds from debt and capital leases		5,702				100,685
Principal payments on debt and capital leases		(213,450	)			(181,450	)
Repurchase of common stock		(7,479	)			—
Issuance of common stock		10,892				14,773
Net cash provided by (used in) financing activites		(204,335	)			143,181
Effect of foreign currency translation adjustment		22,493				3,125
Net increase (decrease) in cash		55,529				(116,203	)
Cash and cash equivalents at beginning of period		333,131				448,281
Cash and cash equivalents at end of period	$	388,660			$	332,078
Supplemental cash flow disclosures
Interest paid	$	22,309			$	20,162
Income taxes paid (refunded)	$	(82,299	)		$	67,648
Fixed asset purchases in accounts payable	$	14,458			$	78,390

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Atmel Corporation
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2002				2001				2002				2001
Net loss	$	(102,325	)		$	(442,763	)		$	(625,589	)		$	(386,780	)
Other comprehensive income (loss):
Foreign currency translation adjustments		891				48,455				77,311				4,442
Unrealized gain (loss) on securities		(558	)			434				(3,134	)			3,764
Other comprehensive income		333				48,889				74,177				8,206
Comprehensive loss	$	(101,992	)		$	(393,874	)		$	(551,412	)		$	(378,574	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Atmel Corporation
Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)

1.  Basis of Presentation and Accounting Policies