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                                                                   EXHIBIT 3.5


                        CERTIFICATE OF AMENDMENT

                                    OF

                  RESTATED CERTIFICATE OF INCORPORATION

                                    OF

                          VLSI TECHNOLOGY, INC.

     VLSI TECHNOLOGY, INC., a corporation organized and existing under and by 
virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"), does hereby certify as follows:

FIRST: The name of the Corporation is VLSI TECHNOLOGY, INC.


SECOND: The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware (the "Secretary of State") on May
6, 1987;  a Restated Certificate of Incorporation was filed with the Secretary
of State on September 16, 1987 (the "Restated Certificate of Incorporation"); 
and Certificates of Amendment of Restated Certificate of Incorporation were
filed with the Secretary of State on August 20, 1992 and May 5, 1995 (the
"Prior Amendments").

THIRD: The Board of Directors of the Corporation, at a meeting duly called 
and held on March 4, 1998, adopted resolutions (i) proposing certain 
amendments (the "Amendments") to the Restated Certificate of Incorporation, 
which Amendments increase the authorized capital stock of the Corporation and 
eliminate the Series B and Junior Common Stock, and (ii) declaring said 
Amendments to be advisable and directing that said Amendments be presented to 
the stockholders of the Corporation at the next annual meeting of 
stockholders for consideration and approval thereof.  The resolutions setting 
forth the proposed Amendments are as follows:  

     "RESOLVED: that the Board of Directors deems it advisable to amend the
     Restated Certificate of Incorporation of the Corporation;


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     RESOLVED FURTHER: that the following Amendments to the Corporation's 
     Restated Certificate of Incorporation are hereby approved by this Board of 
     Directors, and such Amendments shall be presented to the stockholders of 
     the Corporation at the next annual meeting of stockholders for 
     consideration and approval thereof:  

     1.   Subparagraphs (a) and (b) of paragraph 4 of the Restated Certificate 
          of Incorporation, as amended by the Prior Amendments, are hereby 
          amended to read as follows:

               (a)   CLASSES OF STOCK.  This Corporation is authorized to 
               issue two classes of shares designated respectively "Common 
               Shares" and "Preferred Shares".  The total number of shares 
               which this Corporation shall have the authority to issue is 
               Two Hundred Two Million (202,000,000), of which Two Hundred 
               Million (200,000,000) shall be Common Shares and Two Million 
               (2,000,000) shall be Preferred Shares.  Each Common Share and 
               each Preferred Share shall have a par value per share of $.01, 
               and the aggregate par value of the Common Shares and the 
               Preferred Shares shall be $2,000,000 and $20,000, 
               respectively, for an aggregate par value of $2,020,000.

               (b)   COMMON SHARES.  The Common Shares authorized by this 
               Certificate of Incorporation shall be designated "Common 
               Stock" and shall consist of Two Hundred Million (200,000,000) 
               shares.

     2.   Subparagraphs (c) and (e) of paragraph 4 of the Restated Certificate 
          of Incorporation, as amended by the Prior Amendments, relating to the 
          rights, preferences, privileges and restrictions for Junior Common 
          Shares and Series B Common Stock, are hereby deleted in their 
          entirety."

FOURTH: At the Annual Meeting of the Stockholders held on May 14, 1998, which
was duly called and held upon notice duly given in accordance with Section 222
of the General Corporation Law of the State of Delaware, a majority of the
shares of the Corporation's Common Stock outstanding as of the record date for
said Annual Meeting of Stockholders was voted in favor of the Amendments,
representing the necessary number of shares as required by statute.  The only
class and series of shares outstanding is Common Stock.


FIFTH: The Amendments were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

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      IN WITNESS WHEREOF, said VLSI TECHNOLOGY, INC. has caused this 
Certificate of Amendment to be signed by Alfred J. Stein, its Chief Executive 
Officer, and Thomas C. Tokos, its Secretary, this 21 day of January, 1999.


                                       BY: /s/ Alfred J. Stein
                                           -----------------------
                                           Alfred J. Stein,
                                           Chief Executive Officer


                                       ATTEST: /s/ Thomas C. Tokos
                                               -------------------
                                               Thomas C. Tokos, 
                                               Secretary


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