December 22, 2006 8K DOC


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: December 21, 2006
(Date of earliest event reported)

Maxim Integrated Products, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
0-16538
94-2896096
 (State of other jurisdiction of incorporation)
 (Commission File Number)
(I.R.S. Employer Identification Number)

120 San Gabriel Drive
Sunnyvale, California    94086

(Address of principal executive offices including zip code)

(408) 737-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))



ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR.

(a) Effective December 21, 2006, the board of directors amended the first sentence of Article IV, Section 15 of the Bylaws of the Company to decrease the authorized number of directors from seven (7) to six (6).

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.

Description

 3.4(a)

Certificate of Amendment to the Bylaws of Maxim Integrated Products, Inc., effective December 21, 2006.

(All other items on this report are inapplicable.)






SIGNATURES

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 thereunto duly authorized.

Date: December 22, 2006

  Maxim Integrated Products, Inc.

  By:   /s/ Carl W. Jasper
       Carl W. Jasper
       Vice President and Chief Financial Officer








EXHIBIT INDEX

Exhibit

Description

 3.4(a)

Certificate of Amendment to the Bylaws of Maxim Integrated Products, Inc., effective December 21, 2006.       PDF filed as a courtesy