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: ~~May~~July 2628, 2005 (Date of earliest event reported)

MICRO LINEAR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		0-24758 (Commission File Number)		94-2910085 (IRS Employer Identification No.)

2050 Concourse Drive, San Jose, California 95131
(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.02. Results of Operations and Financial Condition
	Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01. Financial Statements and Exhibits.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 3.(II)
EXHIBIT 99.1

Item 1 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On ~~May~~July 2628, 2005, ~~the Board of Directors of~~ Micro Linear Corporation (the “Company”) ~~approved (i) an~~issued ~~amendment~~a topress ~~the~~release ~~Company’s~~announcing its ~~1994~~financial ~~Director~~results ~~Option Plan (the “1994 Director Plan”) which provides~~ for the ~~acceleration~~second offiscal ~~any~~quarter and ~~all~~six ~~unvested~~months ~~options~~ended ~~granted to directors thereunder in the event of a “change of control” of the Company; and (ii)~~July an3, ~~amendment~~2005. toA ~~all~~copy ~~option agreements between the Company and each~~ of the ~~non-employee members of the Company’s Board of Directors,~~ ~~including~~earnings ~~options~~release ~~granted~~is ~~pursuant~~furnished toherewith ~~the~~as Director Plan and the Company’s 1998 Nonstatutory Stock Option Plan (the “1998 Plan”), which provides for the full acceleration of any and all remaining unvested options granted to such non-employee director in the event of a “change of control”Exhibit 99.1.

~~For~~The ~~purpose~~information ~~of these amendments, “change of control” shall mean the occurrence of any of the following events: (1) a change~~ in ~~the~~this ~~composition~~Current ~~of the Board of Directors occurs~~Report, asincluding ~~a result of which fewer than one-half of~~ the ~~incumbent~~press ~~directors~~release, ~~are~~is ~~directors~~being ~~who~~furnished ~~either: (a) had been~~and ~~directors~~shall ofnot ~~the~~be ~~Company~~deemed ~~on the~~ “~~look-back date~~filed” ~~(as defined below) (the “original directors”); or (b) were elected, or nominated~~ for ~~election, to~~ the ~~Board~~purpose ~~with the affirmative votes~~ of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”); or (2)Section ~~any~~18 ~~“person” who by the acquisition or aggregation~~ of ~~securities,~~ ~~is or becomes~~ the ~~“beneficial~~Securities ~~owner” (as defined in Rule 13d-3 under the~~ Exchange Act~~), directly~~ ~~or indirectly,~~ of ~~securities of the Company representing 50%~~ 1934, or ~~more~~otherwise ofsubject ~~the~~to ~~combined voting power of~~ the ~~Company’s~~liabilities ~~then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections~~ of ~~directors (the “Base Capital Stock”); except~~ that ~~any~~Section. ~~change~~The ininformation ~~the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction~~ in ~~the~~this ~~aggregate~~Current ~~number of outstanding~~Report ~~shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities,~~ shall not be ~~disregarded~~incorporated ~~until~~by ~~such~~reference ~~person~~into ~~increases in~~ any ~~manner,~~registration ~~directly~~statement or ~~indirectly, such person’s beneficial ownership of any securities of the Company; or (3) the consummation of a merger or consolidation of the Company with or into another entity or any~~ other ~~corporate~~document ~~reorganization,~~filed ifpursuant ~~persons who were not stockholders of the Company immediately prior~~ to ~~such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of~~ the ~~voting~~Securities ~~power~~Act of ~~the outstanding securities of each of (a) the continuing or surviving entity and (b) any direct or indirect parent corporation of such continuing or surviving entity; or (4) the sale~~1933, ~~transfer~~except oras ~~other disposition of all or substantially all of the Company’s assets. The term “look-back” date~~ shall ~~mean~~be ~~the~~expressly ~~later~~set offorth ~~(1) May 16,~~by ~~2005 or (2) the date 24~~specific ~~months~~reference ~~prior~~in tosuch ~~the date of the event that may constitute~~ a ~~Change of Control~~filing.

Item 5 9.0301. ~~Amendments~~Financial toStatements ~~Articles~~and ~~of Incorporation or Bylaws; Change in Fiscal Year~~Exhibits.

On May 26, 2005, the Company’s Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws pursuant to which, immediately after the effective date of the resignation of Mr. William Pohlman as a member of the Board of Directors, Section 3.2 will be amended to decrease the authorized number of directors that make up the entire Board of Directors from six (6c) ~~members to five (5) members. A copy of the amendment is attached hereto as Exhibit~~Exhibits: ~~3(ii).~~


Exhibit
Number		Description
99.1		Press Release dated July 28, 2005 announcing financial results for the second fiscal quarter and six months ended July 3, 2005

ItemTable 9.01.of Financial Statements and ExhibitsContents

~~(c) Exhibits 3(ii) Amendment to Amended and Restated Bylaws~~SIGNATURE

~~SIGNATURE~~ 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.

~~Pursuant~~Dated: ~~to the requirements of the Securities Exchange Act of 1934~~July 28, ~~the registrant has duly~~2005 ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~Dated~~MICRO LINEAR CORPORATION By: ~~June 2,~~ ~~2005.~~ /s/ Michael Schradle Michael Schradle Chief Financial Officer

MICROTable LINEARof CORPORATION By: /s/ Michael Schradle Michael Schradle Chief Financial OfficerContents

~~Table~~INDEX ofTO ~~Contents~~EXHIBITS

INDEX TO EXHIBITS


Exhibit
Number		Description

99.1		Press Release July 28, 2005 announcing financial results for the second fiscal quarter and six months ended July 3, 2005.

Exhibit
Number		Description
3(ii)		Amendment to Amended and Restated Bylaws

Table of Contents

Table of Contents

Table of Contents

ItemTable 9.01.of Financial Statements and ExhibitsContents

MICROTable LINEARof CORPORATION By: /s/ Michael Schradle Michael Schradle Chief Financial OfficerContents

Filing Compare · MICRO LINEAR CORP /CA/