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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*


Micron Technology

(Name of Issuer)

Common

(Title of Class of Securities)

 

 

595112103

 

 
   
(CUSIP Number)
   

 

(Date of Event Which Requires Filing of this Statement)

        Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

        The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 4 Pages


Schedule 13G

CUSIP No. 595112103



(1)

 

NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

 

PRIMECAP Management Company                                      95-3868081


(2)

 

Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o

 

 

(b) o


(3)

 

SEC USE ONLY


(4)

 

CITIZENSHIP OR PLACE OF ORGANIZATION    
    225 South Lake Avenue #400, Pasadena, CA 91101-3005

Number of   (5)   SOLE VOTING POWER
        4,368,206
Shares  
Beneficially   (6)   SHARED VOTING POWER  
        -0-
Owned by Each  
Reporting   (7)   SOLE DISPOSITIVE POWER  
        34,040,206
Person With:  
    (8)   SHARED DISPOSITIVE POWER
        -0-

(9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,040,206


(10)

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

o


(11)

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)    
    5.63%


(12)

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IA

SEE INSTRUCTION BEFORE FILLING OUT!

Page 2 of 4 Pages


Item 4. Ownership

        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


Item 5. Ownership of Five Percent or Less of a Class

        If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.    o

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Page 3 of 4 Pages


Item 10. Certification

        (a)  The following certification shall be included if the statement is filed pursuant to section 240.13d-1(b):

        (b)  The following certification shall be included if the statement is filed pursuant to section 240.13d-1(c):


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    December 31, 2002
   
Date
     
    /s/ THEO A. KOLOKOTRONES
   
Signature
     
    Theo A. Kolokotrones, President
   
Name/Title

Page 4 of 4 Pages




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SIGNATURE