[______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ 2 O Cayman Islands Not applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 Grand Cayman KY1-1209, Cayman Islands 2 O 2 O 2 O (Full Title of Plans) _______________________________ Sterling Du Chief Executive] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF O2MICRO INTERNATIONAL LIMITED 1 O2MICRO INTERNATIONAL LIMITED. 1. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples and Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands,] [O2Micro International Limited Grand Pavilion Commercial Centre West Bay Road P.O. Box 32331 Grand Cayman KY1-1209 Cayman Islands 13 October 2009 Dear Sirs, Company Registration Statement We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, a Cayman Islands company (the " (a) (b) (c) Shares The ordinary shares referred to at paragraphs] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 0 . We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 17, 2009, relating to the consolidated financial statements of O Deloitte & Touche Taipei, Taiwan Republic of China October 14, 2009]

[______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ 2 Oyman Islands Not applicable (State or Other Jurisdiction of (I.R.S. Employerorporation or Organization) Identification Number) Grand Pavilionmmercial Centre, West Bay Road P.O. Box 32331 Grandyman1-1209,yman Islands 2 O 2 O 2 O] [THEMPANIES LAW (2007 REVISION)MPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF O2MICRO INTERNATIONAL LIMITED 1 O2MICRO INTERNATIONAL LIMITED. 1.The name of thempany is 2.The Registered Office of thempany shall be at the offices of Maples andlder, P.O. Box 309, Ugland House, South Church Street, George Town, Grandyman,yman Islands, British West Indies or at] [O2Micro International Limited Grand Pavilionmmercial Centre West Bay Road P.O. Box 32331 Grandyman1-1209yman Islands 13 October 2009 Dear Sirs,mpany Registration Statement We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, ayman Islandsmpany (the " (a) (b)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 0 . Wensent to theorporation by reference in this Registration Statement on Form S-8 of our reportsted April 17, 2009, relating to thensolidated financial statements of O Deloitte & Touche Taipei, Taiwan Republic of China October 14, 2009 exh_232.htm]