##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March
    31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .    Commission file number: 0-22594
      Alliance Semiconductor
    Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware

77-0057842(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification
    Number)    2900 Lakeside Drive
 Santa Clara, California 95054-2817
 (Address of principal executive
    offices including zip code)
   Registrants telephone number, including area code is
    (408) 855-4900
       Securities registered pursuant to Section 12(b) of the
    Act:
 None
   Securities registered pursuant to Section 12(g) of the
    Act:
   Title of Each Class
  Common Stock, par value $0.01
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 



ALLIANCE
    SEMICONDUCTOR CORPORATION
  FORM 10-K
 For the
    Period Ended March 31, 2007
  TABLE OF
    CONTENTS
  PageItem Number

Description

NumberPART IItem 1.

Business


2Item 1A.

Risk
    Factors


8Item 2.

Properties


10Item 3.

Legal
    Proceedings


11Item 4.

Submission of
    Matters to a Vote of Security Holders


11PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


13Item 6.

Selected Financial
    Data


15Item 7.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


16Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


26Item 8.

Financial
    Statements and Supplementary Data


27Item 9A.

Controls and
    Procedures


27Item 9B.

Other
    Information


27PART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


27Item 11.

Executive
    Compensation


28Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


28Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


28Item 14.

Principal
    Accountant Fees and Services


28PART IVItem 15.

Exhibits and
    Financial Statement Schedules


28Signatures


29Exhibit
    Index


F-35EXHIBIT 21.01EXHIBIT 23.01EXHIBIT 23.02EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01EXHIBIT 32.02




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##### Table of Contents



PART I  Forward-Looking
    Statements
    Item 1.
    Business  Overview
           2




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Disposition
    of Operating Business Units
            Disposition
    of Alliance (and Solar) Venture Investments
       3




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##### Table of Contents



Investments
  Tower
    Semiconductor Ltd.
               4




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Alliance
    Venture Management, LLC
         5




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##### Table of Contents



and/or
      Solar
    Venture Partners, LP
  e-commerce,
  and/or
 6




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##### Table of Contents



Equity
    Method Investments
        The
    Investment Company Act of 1940
        Employees
   7




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##### Table of Contents



Web
    Site Access to Our Periodic SEC Reports
  (Forms 10-Q 10-K), (Form 8-K),
  Item 1A.
    Risk
    Factors  Form 10-K,
  We are
    subject to certain contingent liabilities that may limit our
    available cash resources.
        Failure
    to maintain effective internal controls could have a material
    adverse effect on our business, operating results and stock
    price.
   8




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##### Table of Contents



Our
    financial condition is likely to fluctuate and failure to meet
    financial expectations for any period may cause our stock price
    to decline.
    Our
    stock price may be volatile and could decline
    substantially.
    
    NASDAQs decision to delist our stock from the NASDAQ
    Global Market on September 13, 2006, which may adversely
    affect the trading price and limit the liquidity of our common
    stock and cause the value of an investment in our company to
    substantially decrease;
    variations between our results and the published expectations of
    securities analysts;
    changes in financial estimates or investment recommendations by
    securities analysts following our business;
    announcements by us of significant transactions;
    the inclusion or exclusion of our stock in various indices or
    investment categories, especially as compared to the investment
    profiles of our stockholders at a given time;
    changes in economic and capital market conditions;
    changes in business regulatory conditions; and
    the trading volume of our common stock.  We may
    face expenses as a result of ongoing obligations in connection
    with the disposition of our operating business
    units.
       9




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Our
    operations could be harmed by natural disasters or other
    disruptions.
    Compliance
    with changing regulation of corporate governance and public
    disclosure may result in additional expense.
    We may
    be unable to attract and retain key personnel who are critical
    to the success of our business.
    Item 2.
    Properties       10




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Item 3.
    Legal
    Proceedings  IRS
    Petition
    SRAM
    Class Actions
      Accrual
    for Potential Losses
    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Registrant
    Name

Age

PositionMelvin L. Keating


60


President and Chief Executive
    OfficerKarl H. Moeller, Jr.


64


Interim Chief Financial Officer   Mr. Keating
 11




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Mr. Moeller
 12




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowFiscal Year 20061st Quarter (from March 27,
    2005 to June 25, 2005)

$
2.56


$
1.562nd Quarter (from June 26,
    2005 to September 24, 2005)


2.97



2.253rd Quarter (from
    September 25, 2005 to December 24, 2005)


3.19



2.574th Quarter (from
    December 25, 2005 to March 31, 2006)


2.89



2.54Fiscal Year 20071st Quarter (from April 1,
    2006 to June 30, 2006)

$
2.92


$
2.602nd Quarter (from July 1,
    2006 to September 30, 2006)


3.42



2.613rd Quarter (from October 1,
    2006 to December 31, 2006)


4.55



3.354th Quarter (from
    January 1, 2007 to March 31, 2007)


4.51



4.14     Dividend
    Policy
    Issuer
    Purchases of Equity Securities
     13




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Performance
    Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 AMONG ALLIANCE SEMICONDUCTOR CORPORATION....
  
  *
    $100 invested on 3/31/02 in stock or index-including
    reinvestment of dividends. Fiscal year ending March 31. 14




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##### Table of Contents



Item 6.
    Selected
    Financial Data    2007


2006


2005


2004


2003Selected Consolidated Statement
    of Operations Data:Gain/(Loss) on continuing
    operations

$
(925
)

$
14,683


$
39,490


$
33,464


$
10,389Gain/(Loss) on discontinued
    operations, net of tax benefit


106,321



(41,257
)


(89,301
)


(52,875
)


(116,437
)Net Income/(Loss)

$
105,396


$
(26,574
)

$
(49,811
)

$
(19,411
)

$
(106,048
)Net Income/(Loss) per
    share  Basic:Continuing Operations

$
(0.03
)

$
0.41


$
1.12


$
0.95


$
0.28Discontinued Operations


3.12



(1.16
)


(2.53
)


(1.50
)


(3.13
)Net Income/(Loss) per
    share

$
3.09


$
(0.75
)

$
(1.41
)

$
(0.55
)

$
(2.85
)Net Income/(Loss) per
    share  Diluted:Continuing Operations

$
(0.03
)

$
0.41


$
1.12


$
0.95


$
0.28Discontinued Operations


3.09



(1.16
)


(2.53
)


(1.50
)


(3.13
)Net Income/(Loss) per
    share

$
3.06


$
(0.75
)

$
(1.41
)

$
(0.55
)

$
(2.85
)Weighted average number of
    common shares:Basic


34,079



35,587



35,402



35,093



37,160Diluted


34,461



35,587



35,402



35,093



37,160   2007


2006


2005


2004


2003Consolidated Balance Sheet
    Data:Working capital

$
170,638


$
31,151


$
38,378


$
93,384


$
83,572Assets held for sale(1)


5,413



12,286











Total assets


212,137



109,661



159,541



267,097



242,722Stockholders equity


160,845



61,884



97,421



174,722



159,220Long-term obligations






45



45



241



312     (1)
    
    Reflected in working capital 15




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##### Table of Contents



Fiscal Year 2007


Fiscal Year 20064th Qtr.


3rd Qtr.


2nd Qtr.


1st Qtr.


4th Qtr.


3rd Qtr.


2nd Qtr.


1st Qtr.Gain/(Loss) on continuing operations

$
191


$
4


$
(542
)

$
(578
)

$
(3,615
)

$
13,806


$
4,686


$
(194
)Gain/(Loss) on discontinued
    operations, net of tax benefit


113,408



(2,896
)


(5,294
)


1,103



(7,089
)


(10,679
)


(12,798
)


(10,691
)Net Income/(loss)

$
113,599


$
(2,892
)

$
(5,836
)

$
525


$
(10,704
)

$
3,127


$
(8,112
)

$
(10,885
)Net gain/(loss) per
    share  Basic:Continuing Operations

$
0.01


$
0.00


$
(0.01
)

$
(0.02
)

$
(0.10
)

$
0.39


$
0.13


$
(0.01
)Discontinued Operations


3.48



(0.09
)


(0.15
)


0.03



(0.20
)


(0.30
)


(0.36
)


(0.30
)Net Income/(Loss) per share

$
3.49


$
(0.09
)

$
(0.16
)

$
0.01


$
(0.30
)

$
0.09


$
(0.23
)

$
(0.31
)Net gain/(loss) per
    share  Diluted Continuing Operations

$
0.01


$
0.00


$
(0.01
)

$
(0.02
)

$
(0.10
)

$
0.39


$
0.13


$
(0.01
)Discontinued Operations


3.46



(0.09
)


(0.15
)


0.03



(0.20
)


(0.30
)


(0.36
)


(0.30
)Net Income/(Loss) per share

$
3.47


$
(0.09
)

$
(0.16
)

$
0.01


$
(0.30
)

$
0.09


$
(0.23
)

$
(0.31
)Weighted average number of shares:Basic


32,590



32,607



35,520



35,584



35,600



35,582



35,582



35,568Diluted


32,753



32,607



35,520



35,584



35,600



35,594



35,582



35,568   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
       16




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write-ups
       17




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##### Table of Contents



Critical
    Accounting Policies
    Revenue
    Recognition
          Inventory
    Valuation
  part-by-part
 18




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##### Table of Contents



Marketable
    Securities
  write-ups
  Valuation
    of Alliance Ventures and Solar Venture Investments
    Discontinued
    operations
     19




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##### Table of Contents



Disposal
    of Operating Business Units
        Disposal
    of Alliance Ventures and Solar Venture Partners
     20




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##### Table of Contents



Gain/(Loss)
    on Investments
    At March 31,2007


2006


2005Sale of UMC shares

$



$
16,714


$
7,995Sale of Tower Shares, net


1,367



(50
)


Alliance Venture Management






5,811



Net realized gain on Solar and AVM
    investee


1,416



844



Sale of Adaptec shares










(541
)Sale of Vitesse shares










258Total Gain on investments

$
2,783


$
23,319


$
7,712     
    $1.4 million gain on the sale of 6.2 million Tower
    Ordinary shares and Debentures
    $0.3 million gain on Solar investment securities
    $1.1 million gain on sale of Vianeta, an AVM investee company    
    $16.7 million gain on the sale of 139.3 million shares
    of UMC
    $50,000 loss on the sale of 1.2 million shares of Tower
    $5.8 million gain on the sale of Athena, an AVM investee
    company
    $0.1 million loss on the sale of JP Mobile, a Solar
    investee company
    $0.9 million gain on the sale of Netscaler, a Solar
    investee company    
    $8.0 million gain on the sale of 45.4 million shares
    of UMC
    $258,000 gain on the sale of 95,417 shares of Vitesse
    $544,000 loss on the sale of 154,444 shares of Adaptec  Write-Down
    of Marketable Securities and Venture Investments
    write-ups
   21




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##### Table of Contents



write-ups
  2007


2006


2005Tower ordinary shares and
    Debentures

$
3,736


$
(2,944
)

$
(16,652
)Alliance Ventures investments


(2,147
)


(1,129
)


(2,686
)Solar Venture Partners
    investments










(473
)Total
    write-ups
    (write-downs) of marketable securities and venture investments

$
1,589


$
(4,073
)

$
(19,811
)   Loss
    in Investees Accounted for Under the Equity Method
  and/or
      Other
    Income (Expense), Net
    Provision
    (Benefit) for Income Taxes
   22




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##### Table of Contents



Liquidity
    and Capital Resources
        
    A reduction in accounts receivable of $2.5 million due to
    collection of receivables still outstanding after the sale of
    our operating business units.
    A decrease in inventory of approximately $200,000.
    An increase in receivables from sale of securities of
    approximately $200,000 due to sales of Tower Stock in the fourth
    quarter of 2007 that were not received in cash until April 2007.
    Reductions in accounts payable and accrued liabilities of
    $8.4 million and a $1.1 million increase in
    liabilities related to assets held for sale.
    An increase in other current assets of $1.9 million
    primarily reflecting interest receivable on short-term money
    market investments.
    An increase in income tax payables of $0.6 million
    reflecting capital gains tax on the sale of land in India.     23




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##### Table of Contents



Contractual
    Obligations and Commitments
    Less than1 Year


1  3 Years


4  5


Thereafter


TotalOperating leases(1)

$
53


$



$



$



$
53Commitment to invest in CAD
    tools(2)


192














$
192TOTAL

$
245


$



$



$



$
245     (1)
    
    Future payments related to operating leases are primarily
    related to facilities rents.(2)
    
    Future CAD tool commitments are payments related to CAD tool
    licenses under non-cancelable leases.  Form 10-K
  Effective
    Transactions with Related and Certain Other
    Parties
     24




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25




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##### Table of Contents



and/or
    e-commerce,
 Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk    Investment
    Risk
    Foreign
    Currency Risk
   26




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
      Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers, and Corporate Governance  Form 10-K
    Identification
    of Executive Officers
  Form 10-K
 27




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##### Table of Contents



Code of
    Ethics
  Form 10-K Form 8-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services    PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    report:
  Financial Statements. page F-1 page F-2
  Financial Statement
    Schedules.
  Exhibits.
  Exhibits. Form 10-K.
  Financial Statement
    Schedules.
 28




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##### Table of Contents



SIGNATURES      By:
    /s/  Melvin
    L. Keating         By:
    /s/  Karl
    H. Moeller   Interim Chief Financial Officer
     POWER OF
    ATTORNEY
  Form 10-K,
  Form 10-K
  Signature

Title

Date/s/  Bryant
    RileyBryant
    Riley

Chairman of the Board

June 29, 2007/s/  J.
    Michael GullardJ.
    Michael Gullard

Director

June 29, 2007 29




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##### Table of Contents



Signature

Title

Date/s/  Alan
    HoweAlan
    Howe

Director

June 29, 2007/s/  Bob
    DAgostinoBob
    DAgostino

Director

June 29, 2007/s/  C.
    N. ReddyC.
    N. Reddy

Director

June 29, 2007  30




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PagesReport of
    Independent Registered Public Accounting Firm


F-2Consolidated Financial
    Statements:Consolidated
    Balance Sheets as of March 31, 2007 and 2006


F-4Consolidated
    Statements of Operations for the years ended March 31,
    2007, 2006 and 2005


F-5Consolidated
    Statements of Stockholders Equity for the years ended
    March 31, 2007, 2006 and 2005


F-6Consolidated
    Statements of Cash Flows for the years ended March 31,
    2007, 2006 and 2005


F-7Notes to
    Consolidated Financial Statements


F-8Financial Statement
    Schedule:Schedule
    II  Valuation and Qualifying Accounts


F-34  F-1




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-3




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


March 31,2007


2006(In thousands, exceptper share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
58,236


$
49,718Short-term investments


129,774



7,792Accounts receivable, net


3



2,653Receivable from sale of securities


1,733



759Other current assets


2,455



1,138Deferred tax assets


12,158



2,121Assets held for sale


5,413



12,286Total current assets


209,772



76,467Property and equipment, net


10



33Investment in Tower Semiconductor
    (excluding short-term portion)


2,338



9,228Alliance and Solar Ventures and
    other investments






23,147Other assets


17



786Total assets

$
212,137


$
109,661LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
351


$
3,525Accrued liabilities


157



4,546Income tax payable


34,551



34,528Deferred tax on assets held for
    sale






2,717Liabilities related to assets held
    for sale


4,075



Total current liabilities


39,134



45,316Deferred tax liabilities


12,158



2,121Other liabilities






45Total liabilities

$
51,292


$
47,482Commitments and contingencies
    (Notes 10 and 14)Minority interest in subsidiary
    companies






295Stockholders equity:Common stock (40,778 shares
    issued and 32,587 shares outstanding March 31, 2007
    and 43,755 shares issued and 35,584 shares outstanding
    March 31, 2006)


408



438Additional paid-in capital


193,361



201,622Treasury stock (8,190 shares
    at cost March 31, 2007 and March 31, 2006)


(68,658
)


(68,576
)Accumulated earnings/(deficit)


35,110



(70,286
)Accumulated other comprehensive
    income/(loss)


624



(1,314
)Total stockholders equity


160,845



61,884Total liabilities and
    stockholders equity

$
212,137


$
109,661    F-4




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended March 31,2007


2006


2005(In thousands, except per share amounts)Gain on sale of marketable
    securities

$
1,515


$
23,319


$
7,712Other income/(expense)


4,016



739



(1,631
)General and administrative expense


(7,711
)


(8,979
)


(4,726
)Income/(Loss) from continuing
    operations


(2,180
)


15,079



1,355Discontinued operations:Memory products:Loss on Sale


(1,645
)






Operations, net of zero, $515, and
    $3,775 income tax for 2007, 2006 and 2005, respectively


(921
)


(9,139
)


(16,699
)Net loss on Memory products


(2,566
)


(9,139
)


(16,699
)Non-memory products:Gain on Sale


10,776







Operations, net of $664, $655, and
    $5,400 income tax for 2007, 2006, and 2005, respectively


(3,187
)


(11,623
)


(23,887
)Net gain/(loss) on Non-memory
    products


7,589



(11,623
)


(23,887
)Venture investments, net of zero,
    $4,207, and $12,252 income tax for 2007, 2006, and 2005
    respectively


101,298



(20,495
)


(48,715
)Gain/(Loss) from discontinued
    operations


106,321



(41,257
)


(89,301
)Income/(Loss) before income tax


104,141



(26,178
)


(87,946
)Provision (benefit) for income tax


(1,255
)


396



(38,135
)Net income/(loss)

$
105,396


$
(26,574
)

$
(49,811
)Net income (loss) per
    share  Basic:Continuing operations

$
(0.03
)

$
0.41


$
1.12Discontinued operations

$
3.12


$
(1.16
)

$
(2.53
)Net income (loss)

$
3.09


$
(0.75
)

$
(1.41
)Net income (loss) per
    share  Diluted:Continuing operations

$
(0.03
)

$
0.41


$
1.12Discontinued operations

$
3.09


$
(1.16
)

$
(2.53
)Net income (loss)

$
3.06


$
(0.75
)

$
(1.41
)Weighted average number of common
    shares:Basic


34,079



35,587



35,402Diluted


34,461



35,587



35,402    F-5




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedOtherAdditional





Comprehensive


Retained


TotalCommon Stock


Paid-In


Treasury


Income


Earnings


StockholdersShares


Amount


Capital


Stock


(Loss)


(Deficit)


Equity(In thousands, except per share amounts)Balance at March 31,
    2004


43,409



435



200,670



(68,524
)


36,042



6,099



174,722Issuance of common stock under ESPP


314



3



881















884Unrealized loss on investments, net


















(28,374
)Net loss






















(49,811
)Total comprehensive loss


























(78,185
)Balance at March 31,
    2005


43,723



438



201,551



(68,524
)


7,668



(43,712
)


97,421Issuance of common stock under ESPP


32







71















71Unrealized loss on investments, net


















(8,982
)Other Net Loss


























Net loss






















(26,574
)Exchange 16,125 shares for
    cancellation of Ferguson note














(52
)










(52
)CTI


























Total comprehensive loss


























(35,556
)Balance at March 31,
    2006


43,755



438



201,622



(68,576
)


(1,314
)


(70,286
)


61,884Unrealized gain/(loss) on
    investments, net


















1,938







Net income






















105,396Stock repurchase and retirement


(2,978
)


(30
)


(8,905
)














(8,935
)Stock repurchase














(82
)










(82
)Stock based comp










808















808Stock option exercise


1







2















2Offering cost










(166
)














(166
)Total comprehensive income


























107,334Balance at March 31,
    2007


40,778



408



193,361



(68,658
)


624



35,110



160,845     (1)
    
    At March 31, 2005, 2006 and 2007, the Company held 8,155,
    8,171, and 8,190 shares in treasury at each fiscal year
    end, respectively, which have not been retired. After taking
    into account these treasury shares, the net outstanding shares
    at March 31, 2005, 2006 and 2007 were
    35,567,860 shares, 35,584,034 shares, and
    32,587,790 shares respectively.   F-6




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended2007


2006


2005(In thousands)Cash flows from operating
    activities:Net Income/(Loss)

$
105,396


$
(26,574
)

$
(49,811
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


141



2,830



5,461Stock Based Comp


808







Minority interest in subsidiary
    companies, net of tax


295



(142
)


(284
)Equity in loss of investees


6,869



14,633



20,095Gain on investments


(2,932
)


(23,319
)


(7,712
)Gain on sale of business units


(123,325
)






Gain on disposal of fixed assets


(157
)






Other


351



100



345Write-down of marketable securities
    and venture investments


1,852



1,129



16,652Inventory write-down










9,314Write-down of goodwill










1,538Deferred income tax


(1,308
)






(17,895
)Changes in assets and liabilities:Accounts receivable


2,495



(976
)


2,404Inventory


248



910



(5,025
)Receivable from sale of securities


249



(759
)


Assets held for sale


270







Other assets


(1,852
)


587



1,782Related party receivables


(14
)


325



(80
)Deposits


385







Accounts payable


(2,810
)


(1,750
)


(4,131
)Accrued liabilities and other
    long-term obligations


(5,554
)


2,778



(1,309
)Liabilities related to assets held
    for sale


1,145







Income tax payable


666



5,773



1,089Net cash used in operating
    activities


(16,782
)


(24,455
)


(27,567
)Cash flows from investing
    activities:Purchase of property and equipment






(345
)


(764
)Purchase of technology license










(650
)Proceeds from sale of business units


18,803







Proceeds from sale of
    available-for-sale securities


9,445



83,205



33,297Proceeds from sale of equipment


343







Purchase of short-term money market
    instruments


(121,534
)






Investment in Tower Semiconductor
    Ltd.






(3,311
)


Purchase of Alliance Ventures and
    other investments


(4,552
)


(14,255
)


(8,877
)Proceeds from sale of Alliance
    Ventures and other investments


131,976



6,655



Other assets






(244
)


Net cash provided by investing
    activities


34,481



71,705



23,006Cash flows from financing
    activities:Net proceeds from issuance of
    common stock


2



71



884Principal payments on lease
    obligations










(33
)Repurchase of common stock


(9,183
)






Net cash provided by (used in)
    financing activities


(9,181
)


71



851Net increase/(decrease) in cash and
    cash equivalents


8,518



47,321



(3,710
)Cash and cash equivalents at
    beginning of the period


49,718



2,397



6,107Cash and cash equivalents at end of
    the period

$
58,236


$
49,718


$
2,397Supplemental disclosure of cash
    flow information:Cash paid (refunded) for taxes, net

$
1,466


$
53


$
    F-7




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Alliance
    Semiconductor and our Significant Accounting Policies      (a)
    Principles
    of Consolidation      (b)
    Use of
    Estimates   F-8




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Basis
    of Presentation    (d)
    Assets
    Held for Sale and Loss on Discontinued Operations    (e)
    Cash
    and Cash Equivalents    (f)
    Short-Term
    Investments      (g)
    Inventory  first-in,
 F-9




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (h)
    Investments
    in Non-Publicly-Traded Companies    (i)
    Property
    and Equipment    (j)
    Long-Lived
    Assets    (k)
    Revenue
    Recognition         F-10




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (l)
    Research
    and Development Costs    (m)
    Goodwill
    and Intangible Assets          (n)
    Income
    Taxes    (o)
    Concentration
    of Risks       F-11




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (p)
    Stock-Based
    Compensation        Year Ended March 31,2006


2005Net loss, as reported

$
(26,574
)

$
(49,811
)Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(1,610
)


(3,046
)Pro forma net loss:

$
(28,184
)

$
(52,857
)Loss per share:Basic and diluted  as
    reported


(0.75
)


(1.41
)Basic and diluted  pro
    forma


(0.79
)


(1.49
)     (q)
    Net
    Income/(Loss) Per Share   F-12




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2007


2006


2005Net income/(loss) available to
    common stockholders

$
105,396


$
(26,574
)

$
(49,811
)Weighted average common shares
    outstandingBasic


34,079



35,587



35,402Diluted


34,461



35,587



35,402Net income/(loss) per share: Basic

$
3.09


$
(0.75
)

$
(1.41
)Net income/(loss) per share:
    Diluted

$
3.06


$
(0.75
)

$
(1.41
)   Comprehensive
    Income
    (r)
    Recently
    Issued Accounting Standards        Note 2.
    Discontinued
    Operations   F-13




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 3.
    Balance
    Sheet Components  Short-Term
    Investments
    March 31, 2007


March 31, 2006Company

Shares


Market Value


Shares


Market ValueTower Semiconductor Debentures(1)





$
62






$
3,852Tower Semiconductor Ltd. Shares


4,782



8,178



3,078



3,940Total





$
8,240






$
7,792     (1)
    
    Convertible to Tower ordinary shares at $1.10 per share,
    36,385 share equivalents at March 31, 2007,
    3,009,818 share equivalents at March 31, 2006  Long-Term
    Investments
    March 31, 2007


March 31, 2006Number of


Market


Number of


MarketShares


Value


Shares


ValueTower Semiconductor Ltd. Shares


1,367


$
2,338



7,209


$
9,228Alliance Ventures
    investments(1)






2,170







22,079Solar Venture Partners, LPs
    investments(1)














1,068Total





$
4,508






$
32,375     (1)
    
    Reported in Assets held for sale  Accounts
    Receivable
    March 31, 2007


March 31, 2006Trade Receivables

$
250


$
3,768Less allowance for doubtful
    accounts and returns


(247
)


(1,115
)Net

$
3


$
2,653  F-14




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets
    Held for Sale
    March 31, 2007


March 31, 2006Assets held for sale:Alliance Memory receivable


526



Alliance Ventures investments


2,170



Deferred tax assets


2,717



2,717Property and equipment, net






2,709Related party receivables






71Inventory






6,410Intangible assets






379Total assets held for
    sale

$
5,413


$
12,286   Inventory
    March 31, 2007


March 31, 2006Work in process

$



$
3,974Finished goods






2,436Total

$



$
6,410   Property
    and Equipment
    March 31 2007


March 31 2006Property &
    EquipmentComputers and software


464



430Furniture and office equipment


6



15Leasehold improvements


3



3Engineering and test equipment


2



2Gross book value


475



450Less: Accumulated depreciation


(465
)


(417
)Net book value

$
10


$
33    F-15




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accrued
    and Other Liabilities
    March 31, 2007


March 31, 2006Accrued Compensation

$
117


$
306Accrued legal settlement






3,500Other


40



740Total Accrued
    Liabilities

$
157


$
4,546   Liabilities
    Related to Assets Held for Sale and Discontinued
    Operations
    March 31, 2007


March 31, 2006Liabilities related to assets
    held for sale:Deferred tax liabilities on assets
    held for sale

$
2,717


$
2,717CAD tools purchase commitments


192



Accrued OEM/POS Commissions


43



Foreign Tax Payable (Hyderabad
    Land sale)


643



Shared backlog from business unit
    sale


222



Reserves related to discontinued
    operations


258



Total liabilities related to
    assets held for sale

$
4,075


$
2,717   Accumulated
    Other Comprehensive Income
    Unrealized





Net UnrealizedGain/ (Loss)


Tax Effect


Gain/ (Loss)March 31, 2007Tower Semiconductor Ltd. Ordinary
    Shares


1,024



(413
)


611Tower Semiconductor Ltd. Debentures


22



(9
)


13$
1,046


$
(422
)

$
624     Unrealized





Net UnrealizedGain/ (Loss)


Tax Effect


Gain/ (Loss)March 31, 2006Tower Semiconductor Ltd. Ordinary
    Shares


(2,742
)


1,105



(1,637
)Tower Semiconductor Ltd. Debentures


541



(218
)


323$
(2,201
)

$
887


$
(1,314
)   Note 4.
    Write-Down
    of Marketable Securities and Venture Investments   F-16




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      write-ups
  At March 31,2007


2006


2005Tower Ordinary Shares and
    Debentures

$
3,736


$
(2,944
)

$
(16,652
)Alliance Ventures investments


(2,147
)


(1,129
)


(2,686
)Solar Venture Partners
    investments










(473
)Total
    write-ups
    (write-downs) of marketable securities and venture investments

$
1,589


$
(4,073
)

$
(19,811
)   (a)
    Loss
    in Investees Accounted for Under the Equity Method  and/or
  Note 5.
    Gain/
    (Loss) on Investments    At March 31,2007


2006


2005Sale of UMC shares

$



$
16,714


$
7,995Sale of Tower Shares, net


1,367



(50
)


Alliance Venture Management






5,811



Net realized gain on Solar and AVM
    investee


1,416



844



Sale of Adaptec shares










(541
)Sale of Vitesse shares










258Total Gain on
    investments

$
2,783


$
23,319


$
7,712       
    $1.4 million gain on the sale of 6.2 million Tower
    Ordinary shares and Debentures
    $1.1 million gain on the sale of Vianeta, an AVM investee
    company F-17




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    $0.3 million gain on Solar investment securities    
    $16.7 million gain on the sale of 139.3 million shares
    of UMC
    $50,000 loss on the sale of 1.2 million shares of Tower
    $5.8 million gain on the sale of Athena, an AVM investee
    company
    $0.1 million loss on the sale of JP Mobile, a Solar
    investee company
    $0.9 million gain on the sale of Netscaler, a Solar
    investee company    
    $8.0 million gain on the sale of 45.4 million shares
    of UMC
    $258,000 gain on the sale of 95,417 shares of Vitesse
    $544,000 loss on the sale of 154,444 shares of Adaptec  Note 6.
    Investment
    in Marketable Securities  (a)
    United
    Microelectronics Corporation        Note 7.
    Investment
    in Tower Semiconductor Ltd.    write-ups
 F-18




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-19




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    InvestmentShare


Investment


in Wafer


Total# of Shares


Price


in Shares


Credits


InvestmentFY 2001


1,233,241


$
13.24


$
16.3


$
14.7


$
31.0FQ1 2002


366,690



12.50


$
4.6


$
6.4



11.0FQ2 2002 (a)


1,255,848



12.75


$
16.0


$
(16.0
)


FQ1 2003


1,071,497



6.16


$
6.6


$
4.4



11.0FQ3 2003


1,344,829



4.91


$
6.6


$
4.4



11.0FQ3 2003(b)


794,995



5.03


$
4.0







4.0FQ1 2004


1,206,839



2.98


$
3.6







3.6FQ2 2004


228,546



2.98


$
0.7







0.7FQ3 2004


777,295



2.98


$
2.3







2.3FQ4 2004


628,611



7.00


$
4.4







4.4FQ2 2006 (a)


62,849



1.20


$
0.1


$
(0.1
)


FQ3 2006 (a)


39,199



1.58


$
0.1


$
(0.1
)


FQ4 2006 (a)


63,793



1.38


$
0.1


$
(0.1
)


FQ4 2006 (a)


2,455,905



1.58


$
3.9


$
(3.9
)


FQ4 2006 (b)


3,009,818



1.10


$
3.3







3.3Total


14,539,955






$
72.6


$
9.7


$
82.3     (a)
    
    Conversion of wafer credits to ordinary shares(b)
    
    Tower rights offering  Note 8.
    Private
    Equity Investments  Alliance
    Venture Management, LLC
     F-20




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-21




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
        Investment
    in Solar Venture Partners, LP
  e-commerce,
      and/or
 F-22




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Equity
    Method Investments
      Note 9.
    Derivative
    Instruments and Hedging Activities    Note 10.
    Leases,
    Commitments and Contingencies  (a)
    Operating
    Leases      Fiscal Year2008

$
53Total payments

$
53     (b)
    Capital
    Leases   F-23




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (c)
    Investment
    Company Act of 1940        (d)
    Alliance
    Ventures    (e)
    Indemnification
    Obligations  and/or
   F-24




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (f)
    Product
    Warranties      Year Ended March 31,2007


2006


2005Beginning Balance

$
738


$
948


$
1,292Accruals for warranties issued
    during the year






659



86Settlements on warranty claims
    made during the year


(588
)


(869
)


(430
)Ending balance

$
150


$
738


$
948   Note 11.
    Benefit
    for Income Taxes    2007


2006


2005CurrentFederal

$



$
195State






3



4Foreign






1,045Total Current

$



$
1,243


$
4DeferredFederal

$
(4,543
)

$
(13,674
)

$
(24,170
)State


498



(1,250
)


(5,669
)Valuation allowance


2,737



18,316



3,952Total Deferred

$
(1,308
)

$
3,392


$
(25,887
)Total Tax (Benefit)

$
(1,308
)

$
4,635


$
(25,883
)    F-25




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Deferred Tax
    InventoryNOL

$
15,380


$
2,884Accrued expenses &
    reserves


160Tax Credits


2,306



2,466Alliance Ventures


235



35,302Tower


12,262



18,793Gross deferred tax assets

$
30,343


$
59,445     2007


2006


2005Tax rate
    reconciliationFederal statutory rate


35
%


35
%


35
%Tax at federal statutory rate

$
(764
)

$
(1,598
)

$
(12,487
)State taxes, net of federal benefit


498



(1,248
)


(5,669
)Tax benefit from discontinued
    operations






(10,207
)


(12,404
)Reclass from discontinued
    operations


(433
)Change in valuation allowance


2,737



18,315



3,952Other, net


(3,345
)


(627
)


725Total

$
(1,308
)

$
4,635


$
(25,883
)     and/or
   F-26




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12.
    Stock
    Option Plans  (a)
    2002
    Stock Option Plan        Weighted


Weighted AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicShares


Price


Term


Value(In years)


(In thousands)Outstanding at March 31,
    2004


3,500,482


$
7.82Grants


849,500


$
3.94Exercises


130,249


$
2.83Forfeitures or expirations


824,583


$
7.05Outstanding at March 31,
    2005


3,395,150


$
7.23Grants


442,000


$
2.70Exercises


0


$
0.00Forfeitures or expirations


1,382,025


$
7.33Outstanding at March 31,
    2006


2,455,125


$
6.00Grants


0


$
0.00Exercises


700


$
2.67Forfeitures or expirations


1,871,525


$
6.54Outstanding at March 31,
    2007


582,900


$
4.93



5.90


$
1,401,639Vested and expected to vest at
    March 31, 2007


582,900


$
4.93



5.90


$
1,401,639Exercisable and vested at
    March 31, 2007


566,733


$
4.94



5.89


$
1,363,211  F-27




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Outstanding
    and Exercisable by Price Range
    As of March 31, 2007
  WeightedAverageRemaining





Number ofNumber of


Contractual


Weighted


Vested and


WeightedOptions


Life in


Average


Exercisable


AverageRange of Exercise Prices:

Outstanding


Years


Exercise Price


Options


Exercise Price$ 2.6 - $ 2.66


225,000



8.92


$
2.63



225,000


$
2.63$ 2.72 - $ 2.92


200,000



5.58


$
2.82



200,000


$
2.82$ 3.26 - $ 7.38


39,900



5.61


$
5.04



23,733


$
5.31$11.84 - $13.02


118,000



0.78


$
12.84



118,000


$
12.84$ 2.60 - $13.02


582,900



5.90


$
4.93



566,733


$
4.94     Fair Value Assumptions

2007


2006


2005Expected life


N/A



5.2 years



5 yearsRisk free interest rate


N/A



4.4
% - 4.7%


3.4
% - 4.3%Volatility


N/A



57.92
%


88
% - 91%Dividend yield


N/A



0.00
%


0.00
%   (b)
    Employee
    Stock Purchase Plan  12-month 6-month 6-month
 F-28




---



##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2006


2005Expected life


N/A



N/A



6 -12 monthsRisk-free interest rate


N/A



N/A



1.1
% - 2.5%Volatility


N/A



N/A



62
% - 65%Dividend yield


N/A



N/A



0.0
%     Note 13.
    401(k)
    Salary Savings Plan    Note 14.
    Legal
    Matters  (a)
    Balla
    Matter  No. 85-2805
    27-29,
 F-29




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (b)
    SegTec
    Ltd. Matter    (c)
    Tower
    Semiconductor Ltd. Class Action  and/or Rule 14a-9
 F-30




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (d)
    SRAM
    Class Actions    (e)
    Accrual
    for Potential Losses    Note 15.
    Related
    Party Transactions     F-31




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-32




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
    e-commerce,
    Note 16.
    Segment
    and Geographic Information    Note 17.
    Subsequent
    Events   F-33




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##### Table of Contents



ALLIANCE
    SEMICONDUCTOR CORPORATION
  SCHEDULE II:
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at








Balance atBeginning








End ofDescription

of Period


Additions


Reductions


Period(In thousands)Year ended March 31, 2007Allowance for doubtful accounts

$
130


$
478


$
361


$
247Year ended March 31, 2006Allowance for doubtful accounts

$
118


$
48


$
36


$
130Year ended March 31, 2005Allowance for doubtful accounts

$
125


$



$
(7
)

$
118  F-34




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Document Description2
.01 (A)

Asset Purchase Agreement dated
    May 1, 2006 by and among Alliance Semiconductor
    Corporation, PulseCore Holdings (Cayman) Inc. and PulseCore
    Semiconductor Corporation2
.02 (B)

Asset Purchase Agreement dated
    April 18, 2006 by and among Alliance Semiconductor
    Corporation, Chip Engines (India) Private Limited, Tundra
    Semiconductor Corporation, Tundra Acquisition Corporation, Inc.
    and Tundra Semiconductor Corporation on behalf of Tundra
    Semiconductor (India) Private Limited2
.03 (C)

Purchase Agreement dated
    December 1, 2006 by and between Alliance Semiconductor
    Corporation and QTV Capital Limited3
.01 (D)

Registrants Certificate of
    Incorporation3
.02 (D)

Registrants Certificate of
    Elimination of Series A Preferred Stock3
.03 (E)

Registrants Certificate of
    Amendment of Certificate of Incorporation3
.04 (D)

Registrants Bylaws4
.01 (D)

Specimen of Common Stock
    Certificate of Registrant10
.01(F)

Form of Indemnity Agreement used
    between the Registrant and certain of its officers10
.02 (G)

Consolidated Shareholders
    Agreement, dated as of January 18, 2001 by and among
    SanDisk Corporation, The Israel Corporation, Registrant and
    Macronix International Co., Ltd.10
.03 (G)

Registration Rights Agreement,
    dated as of January 18, 2001, by and between Tower
    Semiconductor Ltd., SanDisk Corporation, The Israel Corporation,
    Registrant, Macronix International Co., Ltd., and QuickLogic
    Corporation.10
.04 (G)

Additional Purchase Obligation
    Agreement, dated as of July 4, 2000, by and between SanDisk
    Corporation and Tower Semiconductor Ltd.10
.05 (G)

Share Purchase Agreement, dated as
    of July 4, 2000, by and between SanDisk Corporation and
    Tower Semiconductor Ltd.10
.06 (G)

Alliance / Tower Joinder
    Agreement, dated August 29, 2000, by and between Registrant
    and Tower Semiconductor Ltd.10
.07 (G)

Alliance / TIC Joinder Agreement,
    dated August 29, 2000, by and between Registrant and The
    Israel Corporation10
.08(H)

Registrants 2002 Stock
    Option Plan10
.09 (I)

Tower Semiconductor Agreement;
    Amendment No. 3 to payment schedule of
    Series A-5
    additional purchase obligations, waiver of
    Series A-5
    conditions, conversion of
    Series A-4
    wafer credits and other provisions, dated as of
    November 11, 200310
.10(J)

Form of Stock Option Agreement
    under Registrants 2002 Stock Option Plan10
.11 (K)

Settlement Agreement by and among
    Alliance Semiconductor Corporation and the other signatories
    listed therein dated as of October 17, 2005, incorporated
    by reference to the
    Form 8-K
    filed October 21, 200510
.12(K)

Form of Amendment to Indemnity
    Agreement approved by the Board of Directors on October 17,
    2005, incorporated by reference to the
    Form 8-K
    filed October 21, 200510
.13(L)

Employment Agreement with Melvin
    L. Keating dated December 1, 200510
.14(L)

Stock Option Agreement with Melvin
    L. Keating dated December 1, 200510
.15(M)

Employment Agreement with Karl H.
    Moeller, Jr. dated January 13, 200610
.16(M)

Stock Option Agreement with Karl
    H. Moeller, Jr. dated January 13, 200610
.17(N)

Stock Option Agreement with Melvin
    L. Keating dated March 28, 200610
.18 (O)

Agreement dated June 8, 2006
    by and among Alliance Semiconductor (India) Private Limited,
    Megasri Constructions Limited and Vibha Agrotech Limited (each,
    a company registered under the Companies Act, 1956 (India))10
.19 (P)

Settlement Agreement by and among
    Alliance Semiconductor Corporation, Prabhakara Balla and Trit
    Tek Research Ltd. dated July 7, 2006 F-35




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##### Table of Contents



ExhibitNumber

Document Description10
.20 (C)

Partnership Interests Purchase
    Agreement dated as of December 1, 2006 by and among
    Alliance Semiconductor Corporation and Alliance Venture
    Management, LLC.10
.21 (C)

Mutual Release, dated as of
    December 1, 2006, by and among Alliance Semiconductor
    Corporation, ALSC Venture Management, LLC, Alliance
    Ventures I, L.P., Alliance Ventures II, L.P., Alliance
    Ventures III, L.P., Alliance Ventures IV, L.P., Alliance
    Ventures V, L.P. and Alliance Venture Management, LLC.10
.22(C)

Management Agreement dated as of
    December 1, 2006 by and among ALSC Venture Management, LLC,
    Alliance Ventures I, L.P., Alliance Ventures II, L.P.,
    Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and
    Alliance Ventures V, L.P.10
.23(C)

Employment Agreement dated as of
    December 1, 2006 by and between ALSC Venture Management and
    V.R. Ranganath14
.01(Q)

Code of Ethics21
.01

Subsidiaries of Registrant23
.01

Consent of PricewaterhouseCoopers
    LLP (San Jose, California)23
.02

Consent of Mark Bailey &
    Company Ltd.24
.01

Power of Attorney (see
    page 29)31
.01

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
    Executive Officer31
.02

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
    Financial Officer32
.01

Certification Pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 of our Chief
    Executive Officer32
.02

Certification Pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 of our Chief
    Financial Officer     
    
    Management contract or compensatory plan or arrangement required
    to be filed as an Exhibit to this
    Form 10-K.  (A)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on May 1, 2006.(B)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on April 19, 2006.(C)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on December 7, 2006.(D)
    
    The document referred to is hereby incorporated by reference
    from Registrants Registration Statement on
    Form SB-2
    (File
    No. 33-69956-LA)
    declared effective by the Commission on November 30, 1993.(E)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on October 23, 1995.(F)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 27, 1997.(G)
    
    The document referred to is hereby incorporated by reference
    from Registrants Quarterly Report on
    Form 10-Q
    filed with the Commission on February 13, 2001.(H)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on July 15, 2002.(I)
    
    The document referred to is hereby incorporated by reference
    from Registrants Quarterly Report on
    Form 10-Q
    filed with the Commission on February 10, 2004.(J)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 23, 2005.(K)
    
    The document referred to is hereby incorporated by reference
    from Registrants Quarterly Report on
    Form 10-Q
    filed on November 23, 2005. F-36




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##### Table of Contents



(L)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed on December 5, 2005.  (M)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed on January 20, 2006.  (N)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on April 3, 2006.(O)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 8-K
    filed with the Commission on June 14, 2006.(P)
    
    The document referred to is hereby incorporated by reference
    from Registrants Current Report on
    Form 10-Q
    filed with the Commission on November 6, 2006.(Q)
    
    The document referred to is hereby incorporated by reference
    from Registrants Annual Report on
    Form 10-K
    filed with the Commission on June 10, 2004. F-37