FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Kelly George	2. Issuer Name and Ticker or Trading Symbol Micrel, Inc. ("MCRL")		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
(Last) (First) (Middle) c/o Micrel, Inc. 1849 Fortune Drive	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year December 2002
(Street) San Jose, CA 95131		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal year (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/02	05/08/02	M	30,000	A	$6.4063	84,000	D
Common Stock	05/08/02	05/08/02	S	30,000	D	$20.65	54,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Non Qual Stock Options

$8.9063

5/21/98

20,000

05/21/02⁽¹⁾

05/21/03

Common Stock

20,000

$8.9063

20,000

Non Qual Stock Options

$13.9688

5/27/99

20,000

5/27/02⁽²⁾

05/27/09

Common Stock

20,000

$13.9688

20,000

Non Qual Stock Options

$34.1875

5/25/00

10,000

5/25/02⁽³⁾

05/25/10

Common Stock

10,000

$34.1875

10,000

Non Qual Stock Options

$35.01

05/24/01

05/25/01

5,000

5/24/02⁽⁴⁾

05/24/11

Common Stock

5,000

$35.01

5,000

Non Qual Stock Options

$23.15

05/23/02

5,000

5/23/02⁽⁵⁾

05/23/12

Common Stock

5,000

$23.15

5,000

Explanation of Responses:

(1) Shares are 100% vested and exercisable
(2) 15,000 shares are currently vested, with an additional 5,000 becoming vested on 5/27/03.
(3) 5,000 shares currently vested with an additional 2,500 shares becoming exercisable each year on 5/25/03 and 5/25/04.
(4) 1,250 shares currently vested with an additional 1,250 shares each becoming vested on the following dates: 5/24/03, 5/24/04 and 5/24/05.
(5) -0- shares vested. Shares vest each year in increments of 1,250 shares on the following dates: 5/23/03, 5/23/04, 5/23/05 and 5/23/06.

By: /s/ A. E. Belanger on behalf of George Kelly

**Signature of Reporting Person

February 12, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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If space is insufficient, See Instruction 6 for procedure.

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KELLY GEORGE 5