As filed with the Securities and Exchange Commission on June 5, 2003
                                                 Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               _________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                   _________
                              Micrel, Incorporated
             (Exact name of Registrant as specified in its charter)

        California                                         94-2526744
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                       Identification Number)
                              __________________

                               2180 Fortune Drive
                           San Jose, California 95131
                                 (408) 944-0800
          (Address of Principal Executive Offices including Zip Code)

                 Micrel, Incorporated 2003 Incentive Award Plan
                           (Full title of the plans)
                                ________________

          Raymond D. Zinn                                  Copies to:
President and Chief Executive Officer                 Patrick A. Pohlen, Esq.
       Micrel, Incorporated                              Latham & Watkins
        2180 Fortune Drive                            135 Commonwealth Drive
     San Jose, California 95131                    Menlo Park, California 94025
          (408) 944-0800                                 (650) 328-4600

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

<TABLE>
<CAPTION>
===============================================================================
                       CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of         Amount     Proposed Maximum  Proposed Maximum     Amount of
Securities to     to be(1)     Offering Price      Aggregate       Registration
be Registered    Registered     Per Share(2)    Offering Price(2)       Fee
-------------    ----------   ---------------   ----------------   ------------
<S>              <C>          <C>               <C>                <C>
Common Stock,    6,567,278      $   12.07         $ 79,267,045       $6,413
no par value
===============================================================================
</TABLE>

(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement shall also cover any
additional shares of common stock which become issuable under the 2003
Incentive Award Plan being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of common stock.

(2)   Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based on the average of
the high and low prices for the Registrant's common stock reported by the
Nasdaq National Market on May 30, 2003.

      Proposed sale to take place as soon after the effective date of the
    registration statement as options granted under the plan are exercised.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The information called for in Part I of Form S-8 is not being filed with
or included in this registration statement on Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   This registration statement covers shares of common stock of Micrel,
Incorporated that have been authorized for issuance pursuant to the Micrel,
Incorporated 2003 Incentive Award Plan.

Item 3.     Incorporation of Documents by Reference

   The following documents, which were filed with the Commission, are
incorporated herein by reference:

   (a)   The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 2002, including all material incorporated therein by
         reference.

   (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2003 filed on May 15, 2003, including all material
         incorporated therein by reference.

   (c)   Item 5 of the Registrant's Current Report on Form 8-K filed on
         April 22, 2003, including all material incorporated therein by
         reference.

   (d)   The description of the Registrant's common stock contained in the
         Registrant's registration statement on Form 8-A filed on December 6,
         1994, including all material incorporated therein by reference and
         including any amendment or report filed for the purpose of updating
         such description.

   In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part of this registration statement from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this registration statement, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4.     Description of Securities

   Not Applicable.

Item 5.     Interests of Named Experts and Counsel

   Not Applicable.

                                       2
<PAGE>

Item 6.     Indemnification of Directors and Officers

   The Registrant's Restated Articles of Incorporation provide that the
liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under California law.  Pursuant to
Section 317 of the California Corporations Code, or CCC, a corporation
generally has the power to indemnify directors and officers against expenses
incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in such positions
provided they acted in good faith and in a manner they reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe their conduct was unlawful.
California law also empowers a corporation to purchase and maintain insurance
on behalf of directors and officers against any liability arising out of their
capacity or status as such, whether or not the corporation would have the power
to indemnify the directors and officers against such liability under Section
317 of the CCC.

   The Registrant's Restated Articles of Incorporation do not eliminate a
director's duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief will remain
available under California law.  Consistent with Section 204 of the CCC, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for acts or
omissions that the director believes to be contrary to the best interests of
the Registrant or its shareholders, for any transaction from which the director
derived an improper personal benefit, for improper transactions between the
director and the Registrant and for improper distributions to shareholders and
loans to directors and officers. This provision also does not affect a
director's responsibilities under any laws, such as the federal securities laws
or state or federal environmental laws.

   The Registrant's Bylaws also provide that the Registrant will indemnify
its directors and executive officers and may indemnify its other officers,
employees and agents to the fullest extent permitted by California law.  The
Registrant is also empowered under its Bylaws to enter into indemnification
agreements with its directors and officers and to purchase insurance on behalf
of any person whom it is required or permitted to indemnify.  The Registrant
has entered into indemnification agreements with each of its directors and
executive officers.

   The Registrant has entered into agreements with its directors and certain
of its executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The indemnification agreement also sets forth certain
procedures that will apply in the event of a claim for indemnification. The
Registrant believes that these provisions are necessary to attract and retain
qualified persons as directors and officers.

Item 7.     Exemption from Registration Claimed

   Not Applicable.

Item 8.       Exhibits

   See the Index to Exhibits on page 6.

                                       3
<PAGE>

Item 9.     Undertakings

   (a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

         (ii)   To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.

         (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

      (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

   (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the city of San Jose, state of California, on this 5th day of
June, 2003.


                                        MICREL, INCORPORATED

                                   By:  /s/ Richard D. Crowley
                                      --------------------------=
                                            Richard D. Crowley

                                        Chief Financial Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard D. Crowley and J. Vincent
Tortolano, jointly and severally, his attorneys-in-fact and agents, each with
power of substitution and resubstitution, for him and in his name, place or
stead, in any and all capacities, to sign any amendments to this registration
statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorney-in-fact
and agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                               Title                      Date
---------                             --------                     ----

/s/ Raymond D. Zinn             President, Chief Executive      June 5, 2003
----------------------------    Officer and Chairman of the
    Raymond D. Zinn             Board of Directors
                                (Principle Executive Officer)

/s/ Richard B. Crowley, Jr.     Chief Financial Officer         June 5, 2003
----------------------------    (Principle Financial and
    Richard B. Crowley, Jr.     Accounting Officer)


/s/Larry L Hansen               Director                        June 5, 2003
----------------------------
   Larry L. Hansen

/s/ George Kelly                Director                        June 5, 2003
----------------------------
George Kelly

/s/ Donald H. Livingstone       Director                        June 5, 2003
----------------------------
    Dale L. Peterson


/s/ Warren H. Muller            Director                        June 5, 2003
----------------------------
    Warren H. Muller


                                       5
<PAGE>


                               INDEX TO EXHIBITS

EXHIBIT                          DESCRIPTION
-------                          -----------
   4.1   Micrel, Incorporated 2003 Incentive Award Plan (1)

   5.1   Opinion of Latham & Watkins

   23.1   Consent of PricewaterhouseCoopers LLP

   23.2   Consent of Deloitte & Touche LLP

   23.3   Consent of Latham & Watkins (included in Exhibit 5.1 hereto)

   24.1   Power of Attorney (included on the signature page of this
          registration statement)

(1) Incorporated by reference to the Registrant's proxy materials filed with
the Commission on May 9, 2003 relating to the Registrant's annual meeting on
May 22, 2003.

                                       6
<PAGE>


                                                                  Exhibit 5.1
                         [Latham & Watkins Letterhead]

                                 June 5, 2003

Micrel, Incorporated
2180 Fortune Drive
San Jose, California  95131

Ladies and Gentlemen:

   In connection with the registration under the Securities Act of 1933, as
amended, by Micrel, Incorporated, a California corporation (the "Company"), of
an aggregate 6,567,278 shares of common stock, no par value (the "Shares"), of
the Company issuable under the Company's 2003 Incentive Award Plan (the "Plan")
on Form S-8 to be filed with the Securities and Exchange Commission on June 5,
2003 (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.

   In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares.  In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

   In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

   We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of California, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction or, in the case of California, any other
laws, or as to any matters of municipal law or the laws of any local agencies
within any state.

   Subject to the foregoing, it is our opinion that the Shares to be issued
under the Plan have been duly authorized, and upon the issuance and delivery of
the Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.

   We consent to your filing this opinion as an exhibit to the Registration
Statement.

                                           Very truly yours,

                                         /s/ Latham & Watkins LLP

<PAGE>


                                                                  EXHIBIT 23.1


                      CONSENT OF INDEPENDENT ACCOUNTANTS


   We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 2003, except for Note 7,
which is as of February 24, 2003, relating to the financial statements and
financial statement schedule, which appears in Micrel, Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2002.


/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
San Jose
May 30, 2003

<PAGE>


INDEPENDENT AUDITORS' CONSENT                                  EXHIBIT 23.2




We consent to the incorporation by reference in this Registration Statement of
Micrel, Incorporated on Form S-8 of our report dated January 28, 2002 relating
to the consolidated financials statements of Micrel, Incorporated as of
December 31, 2001 and for the years ended December 31, 2001 and 2000 (which
report expresses an unqualified opinion and includes an explanatory paragraph
concerning the retroactive effect given in the consolidated financial
statements for the pooling of interests between Micrel, Incorporated and Kendin
Communications, Inc.), appearing in the Annual Report on Form 10-K of Micrel,
Incorporated for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

San Jose, California
May 30, 2003
[{"type": "S-8", "sequence": "1", "filename": "forms-8_060303.txt", "description": "MICREL FORM S-8 DATED 6-5-2003", "secsgml_size_bytes": 22778}]
{"company-data": {"conformed-name": "MICREL INC", "cik": "0000932111", "assigned-sic": "3674", "irs-number": "942526744", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105862", "film-number": "03734336"}, "business-address": {"street1": "1849 FORTUNE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4089440800"}, "mail-address": {"street1": "1849 FORTUNE DR", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
As filed with the Securities and Exchange Commission on June 5, 2003
                                                 Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               _________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                   _________
                              Micrel, Incorporated
             (Exact name of Registrant as specified in its charter)

        California                                         94-2526744
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                       Identification Number)
                              __________________

                               2180 Fortune Drive
                           San Jose, California 95131
                                 (408) 944-0800
          (Address of Principal Executive Offices including Zip Code)

                 Micrel, Incorporated 2003 Incentive Award Plan
                           (Full title of the plans)
                                ________________

          Raymond D. Zinn                                  Copies to:
President and Chief Executive Officer                 Patrick A. Pohlen, Esq.
       Micrel, Incorporated                              Latham & Watkins
        2180 Fortune Drive                            135 Commonwealth Drive
     San Jose, California 95131                    Menlo Park, California 94025
          (408) 944-0800                                 (650) 328-4600

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
===============================================================================
                       CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of         Amount     Proposed Maximum  Proposed Maximum     Amount of
Securities to     to be(1)     Offering Price      Aggregate       Registration
be Registered    Registered     Per Share(2)    Offering Price(2)       Fee
-------------    ----------   ---------------   ----------------   ------------
Common Stock,    6,567,278      $   12.07         $ 79,267,045       $6,413
no par value
===============================================================================
(1)   Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement shall also cover any
additional shares of common stock which become issuable under the 2003
Incentive Award Plan being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of common stock.

(2)   Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based on the average of
the high and low prices for the Registrant's common stock reported by the
Nasdaq National Market on May 30, 2003.

      Proposed sale to take place as soon after the effective date of the
    registration statement as options granted under the plan are exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The information called for in Part I of Form S-8 is not being filed with
or included in this registration statement on Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   This registration statement covers shares of common stock of Micrel,
Incorporated that have been authorized for issuance pursuant to the Micrel,
Incorporated 2003 Incentive Award Plan.

Item 3.     Incorporation of Documents by Reference

   The following documents, which were filed with the Commission, are
incorporated herein by reference:

   (a)   The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 2002, including all material incorporated therein by
         reference.

   (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2003 filed on May 15, 2003, including all material
         incorporated therein by reference.

   (c)   Item 5 of the Registrant's Current Report on Form 8-K filed on
         April 22, 2003, including all material incorporated therein by
         reference.

   (d)   The description of the Registrant's common stock contained in the
         Registrant's registration statement on Form 8-A filed on December 6,
         1994, including all material incorporated therein by reference and
         including any amendment or report filed for the purpose of updating
         such description.

   In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part of this registration statement from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this registration statement, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4.     Description of Securities

   Not Applicable.

Item 5.     Interests of Named Experts and Counsel

   Not Applicable.

                                       2
Item 6.     Indemnification of Directors and Officers

   The Registrant's Restated Articles of Incorporation provide that the
liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under California law.  Pursuant to
Section 317 of the California Corporations Code, or CCC, a corporation
generally has the power to indemnify directors and officers against expenses
incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in such positions
provided they acted in good faith and in a manner they reasonably believed to
be in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe their conduct was unlawful.
California law also empowers a corporation to purchase and maintain insurance
on behalf of directors and officers against any liability arising out of their
capacity or status as such, whether or not the corporation would have the power
to indemnify the directors and officers against such liability under Section
317 of the CCC.

   The Registrant's Restated Articles of Incorporation do not eliminate a
director's duty of care, and in appropriate circumstances equitable remedies
such as an injunction or other forms of non-monetary relief will remain
available under California law.  Consistent with Section 204 of the CCC, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for acts or
omissions that the director believes to be contrary to the best interests of
the Registrant or its shareholders, for any transaction from which the director
derived an improper personal benefit, for improper transactions between the
director and the Registrant and for improper distributions to shareholders and
loans to directors and officers. This provision also does not affect a
director's responsibilities under any laws, such as the federal securities laws
or state or federal environmental laws.

   The Registrant's Bylaws also provide that the Registrant will indemnify
its directors and executive officers and may indemnify its other officers,
employees and agents to the fullest extent permitted by California law.  The
Registrant is also empowered under its Bylaws to enter into indemnification
agreements with its directors and officers and to purchase insurance on behalf
of any person whom it is required or permitted to indemnify.  The Registrant
has entered into indemnification agreements with each of its directors and
executive officers.

   The Registrant has entered into agreements with its directors and certain
of its executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The indemnification agreement also sets forth certain
procedures that will apply in the event of a claim for indemnification. The
Registrant believes that these provisions are necessary to attract and retain
qualified persons as directors and officers.

Item 7.     Exemption from Registration Claimed

   Not Applicable.

Item 8.       Exhibits

   See the Index to Exhibits on page 6.

                                       3
Item 9.     Undertakings

   (a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

         (ii)   To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.

         (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

      (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

   (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                       4
SIGNATURES

   Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the city of San Jose, state of California, on this 5th day of
June, 2003.

                                        MICREL, INCORPORATED

                                   By:  /s/ Richard D. Crowley
                                      --------------------------=
                                            Richard D. Crowley

                                        Chief Financial Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard D. Crowley and J. Vincent
Tortolano, jointly and severally, his attorneys-in-fact and agents, each with
power of substitution and resubstitution, for him and in his name, place or
stead, in any and all capacities, to sign any amendments to this registration
statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorney-in-fact
and agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                               Title                      Date
---------                             --------                     ----

/s/ Raymond D. Zinn             President, Chief Executive      June 5, 2003
----------------------------    Officer and Chairman of the
    Raymond D. Zinn             Board of Directors
                                (Principle Executive Officer)

/s/ Richard B. Crowley, Jr.     Chief Financial Officer         June 5, 2003
----------------------------    (Principle Financial and
    Richard B. Crowley, Jr.     Accounting Officer)

/s/Larry L Hansen               Director                        June 5, 2003
----------------------------
   Larry L. Hansen

/s/ George Kelly                Director                        June 5, 2003
----------------------------
George Kelly

/s/ Donald H. Livingstone       Director                        June 5, 2003
----------------------------
    Dale L. Peterson

/s/ Warren H. Muller            Director                        June 5, 2003
----------------------------
    Warren H. Muller

                                       5
INDEX TO EXHIBITS

EXHIBIT                          DESCRIPTION
-------                          -----------
   4.1   Micrel, Incorporated 2003 Incentive Award Plan (1)

   5.1   Opinion of Latham & Watkins

   23.1   Consent of PricewaterhouseCoopers LLP

   23.2   Consent of Deloitte & Touche LLP

   23.3   Consent of Latham & Watkins (included in Exhibit 5.1 hereto)

   24.1   Power of Attorney (included on the signature page of this
          registration statement)

(1) Incorporated by reference to the Registrant's proxy materials filed with
the Commission on May 9, 2003 relating to the Registrant's annual meeting on
May 22, 2003.

                                       6
Exhibit 5.1
                         [Latham & Watkins Letterhead]

                                 June 5, 2003

Micrel, Incorporated
2180 Fortune Drive
San Jose, California  95131

Ladies and Gentlemen:

   In connection with the registration under the Securities Act of 1933, as
amended, by Micrel, Incorporated, a California corporation (the "Company"), of
an aggregate 6,567,278 shares of common stock, no par value (the "Shares"), of
the Company issuable under the Company's 2003 Incentive Award Plan (the "Plan")
on Form S-8 to be filed with the Securities and Exchange Commission on June 5,
2003 (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.

   In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares.  In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

   In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

   We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of California, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction or, in the case of California, any other
laws, or as to any matters of municipal law or the laws of any local agencies
within any state.

   Subject to the foregoing, it is our opinion that the Shares to be issued
under the Plan have been duly authorized, and upon the issuance and delivery of
the Shares in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.

   We consent to your filing this opinion as an exhibit to the Registration
Statement.

                                           Very truly yours,

                                         /s/ Latham & Watkins LLP
EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

   We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 2003, except for Note 7,
which is as of February 24, 2003, relating to the financial statements and
financial statement schedule, which appears in Micrel, Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Jose
May 30, 2003
INDEPENDENT AUDITORS' CONSENT                                  EXHIBIT 23.2

We consent to the incorporation by reference in this Registration Statement of
Micrel, Incorporated on Form S-8 of our report dated January 28, 2002 relating
to the consolidated financials statements of Micrel, Incorporated as of
December 31, 2001 and for the years ended December 31, 2001 and 2000 (which
report expresses an unqualified opinion and includes an explanatory paragraph
concerning the retroactive effect given in the consolidated financial
statements for the pooling of interests between Micrel, Incorporated and Kendin
Communications, Inc.), appearing in the Annual Report on Form 10-K of Micrel,
Incorporated for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

San Jose, California
May 30, 2003