UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    Form 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
                        ACT OF 1934.


        Date of Report (date of earliest event reported): March 28, 1997


                            MICRO LINEAR CORPORATION
             (Exact name of Registrant as specified in its charter)


                         Commission File Number 0-24758



           Delaware                                            94-2910085
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

   2092 Concourse Drive                                          95131
   San Jose, California                                        (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (408) 433-5200



<PAGE>


Item 4...  Changes in Registrant's Certifying Accountant

           Ernst & Young LLP has  served as the  independent  auditors  of Micro
           Linear  Corporation  (the  "Company")  since 1984 and has advised the
           Company on federal, state, and local tax matters. After an evaluation
           of services  provided by a number of independent  accounting firms as
           well as their  knowledge of the  Company's  industry,  the  Company's
           Board of Directors has decided to engage Price  Waterhouse LLP as the
           Company's independent accountants.

            (a)    Previous independent accountants

                 (i)  On March 28, 1997 the Company  dismissed  Ernst & Young
                      LLP as its  independent  accountants.  
                 (ii) The  reports or Ernst & Young LLP on the  financial  
                      statements  of the Company for each of the past two fiscal
                      years  contained no adverse  opinion or  disclaimer of 
                      opinion and were not qualified or modified as to 
                      uncertainty,  audit scope or accounting  principle.
                 (iii)The  decision to change independent accountants was 
                      approved by the Company's Audit Committee and by the Board
                      of Directors.
                 (iv) During the  Company's  two most  recent  fiscal  years and
                      through  the date of this  Report,  the Company has had no
                      disagreements  with  Ernst & Young  LLP on any  matter  of
                      accounting  principles or practices,  financial  statement
                      disclosure,   or  auditing   scope  or  procedure,   which
                      disagreements if not resolved to the satisfaction of Ernst
                      & Young LLP would have caused it to make reference thereto
                      in its report on the financial statements,  of the Company
                      for such years.
                 (v)  During the  Company's  two most  recent  fiscal  years and
                      through  the date of this  Report,  the Company has had no
                      reportable  events (as  defined in Item 304 (a) (1) (v) of
                      Regulation S-K).
                 (vi) The Company has  requested  that Ernst & Young LLP furnish
                      it  with a  letter  addressed  to the  Commission  stating
                      whether or not it agrees with the above statements. A copy
                      of such letter,  dated April 3, 1997,  is filed as Exhibit
                      16 to this Form 8-K.

            (b)    New independent accountants

                 (i)The  Company  engaged  Price   Waterhouse  LLP  as  its  new
                    independent accountants as of March 28, 1997. During the two
                    most  recent  fiscal  years  and  through  the  date of this
                    Report,  the Company has not consulted with Price Waterhouse
                    LLP  regarding  (1) either  the  application  of  accounting
                    principles to a specified  transaction,  either completed or
                    proposed;  or the  type  of  audit  opinion  that  might  be
                    rendered on the Company's financial statements, and either a
                    written  report was  provided  to the Company or oral advice
                    was provided  that Price  Waterhouse  LLP  concluded  was an
                    important  factor  considered  by the  Company in reaching a
                    decision  as  to  the  accounting,   auditing  or  financial
                    reporting  issue;  or (2) any  matter  that was  either  the
                    subject of a  disagreement,  as that term is defined in Item
                    304(a)(1)(iv) of Regulation S-K and the related  instruction
                    to Item 304 of  Regulation  S-K, or a reportable  event,  as
                    that term is defined in Item 304(a)(1)(v) of Regulation S-K.




<PAGE>




Item 7. Financial Statements and Exhibits

        Exhibits;

        16 Letter  from  Ernst  &  Young  LLP to  the  Securities  and  Exchange
           Commission.

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
           the Registrant has duly caused this Report to be signed on its behalf
           by the undersigned hereunto duly authorized.


           MICRO LINEAR CORPORATION

                                    /s/ J. PHILIP RUSSELL    
    Dated:  April 3, 1997           --------------------------
                                    J. Philip Russell
                                    Chief Financial Officer
                  (Principal Financial and Accounting Officer)
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{"company-data": {"conformed-name": "MICRO LINEAR CORP /CA/", "cik": "0000875359", "assigned-sic": "3674", "irs-number": "942910085", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24758", "film-number": "97574579"}, "business-address": {"street1": "2092 CONCOURSE DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084335200"}, "mail-address": {"street1": "2092 CONCOURSE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    Form 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
                        ACT OF 1934.

        Date of Report (date of earliest event reported): March 28, 1997

                            MICRO LINEAR CORPORATION
             (Exact name of Registrant as specified in its charter)

                         Commission File Number 0-24758

           Delaware                                            94-2910085
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

   2092 Concourse Drive                                          95131
   San Jose, California                                        (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (408) 433-5200
Item 4...  Changes in Registrant's Certifying Accountant

           Ernst & Young LLP has  served as the  independent  auditors  of Micro
           Linear  Corporation  (the  "Company")  since 1984 and has advised the
           Company on federal, state, and local tax matters. After an evaluation
           of services  provided by a number of independent  accounting firms as
           well as their  knowledge of the  Company's  industry,  the  Company's
           Board of Directors has decided to engage Price  Waterhouse LLP as the
           Company's independent accountants.

            (a)    Previous independent accountants

                 (i)  On March 28, 1997 the Company  dismissed  Ernst & Young
                      LLP as its  independent  accountants.  
                 (ii) The  reports or Ernst & Young LLP on the  financial  
                      statements  of the Company for each of the past two fiscal
                      years  contained no adverse  opinion or  disclaimer of 
                      opinion and were not qualified or modified as to 
                      uncertainty,  audit scope or accounting  principle.
                 (iii)The  decision to change independent accountants was 
                      approved by the Company's Audit Committee and by the Board
                      of Directors.
                 (iv) During the  Company's  two most  recent  fiscal  years and
                      through  the date of this  Report,  the Company has had no
                      disagreements  with  Ernst & Young  LLP on any  matter  of
                      accounting  principles or practices,  financial  statement
                      disclosure,   or  auditing   scope  or  procedure,   which
                      disagreements if not resolved to the satisfaction of Ernst
                      & Young LLP would have caused it to make reference thereto
                      in its report on the financial statements,  of the Company
                      for such years.
                 (v)  During the  Company's  two most  recent  fiscal  years and
                      through  the date of this  Report,  the Company has had no
                      reportable  events (as  defined in Item 304 (a) (1) (v) of
                      Regulation S-K).
                 (vi) The Company has  requested  that Ernst & Young LLP furnish
                      it  with a  letter  addressed  to the  Commission  stating
                      whether or not it agrees with the above statements. A copy
                      of such letter,  dated April 3, 1997,  is filed as Exhibit
                      16 to this Form 8-K.

            (b)    New independent accountants

                 (i)The  Company  engaged  Price   Waterhouse  LLP  as  its  new
                    independent accountants as of March 28, 1997. During the two
                    most  recent  fiscal  years  and  through  the  date of this
                    Report,  the Company has not consulted with Price Waterhouse
                    LLP  regarding  (1) either  the  application  of  accounting
                    principles to a specified  transaction,  either completed or
                    proposed;  or the  type  of  audit  opinion  that  might  be
                    rendered on the Company's financial statements, and either a
                    written  report was  provided  to the Company or oral advice
                    was provided  that Price  Waterhouse  LLP  concluded  was an
                    important  factor  considered  by the  Company in reaching a
                    decision  as  to  the  accounting,   auditing  or  financial
                    reporting  issue;  or (2) any  matter  that was  either  the
                    subject of a  disagreement,  as that term is defined in Item
                    304(a)(1)(iv) of Regulation S-K and the related  instruction
                    to Item 304 of  Regulation  S-K, or a reportable  event,  as
                    that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits

        Exhibits;

        16 Letter  from  Ernst  &  Young  LLP to  the  Securities  and  Exchange
           Commission.

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
           the Registrant has duly caused this Report to be signed on its behalf
           by the undersigned hereunto duly authorized.

           MICRO LINEAR CORPORATION

                                    /s/ J. PHILIP RUSSELL    
    Dated:  April 3, 1997           --------------------------
                                    J. Philip Russell
                                    Chief Financial Officer
                  (Principal Financial and Accounting Officer)