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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A
 Amendment No. 1
  (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
    incorporation or organization)

(I.R.S. Employer
    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




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##### 



ALLIANCE
    SEMICONDUCTOR CORPORATION
  Form 10-K/A
  Amendment No. 1
  For the Period Ended March 31, 2007
  TABLE OF CONTENTS
   
 PageItem Number

Description

NumberPART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


3Item 11.

Executive
    Compensation


5Item 12.

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


12Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


14Item 14.

Principal
    Accountant Fees and Services


14PART IVItem 15.

Exhibits and
    Financial Statement Schedules


15Signatures


16Exhibit
    Index


17EXHIBIT 31.01EXHIBIT 31.02    EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Rule 13a-14 Form 10-K/A
 2




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PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  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
  Mr. Moeller
  Identification
    of Directors
  Name

Age

Principal Occupation

Director SinceBryant R. Riley(1)(3)


40


Founder and Chairman of B. Riley
    & Co, Inc.


2005Alan B. Howe(1)(2)


46


Vice President of Strategic
    Development of Covad Communications


2005Bob DAgostino(2)(3)


40


President of Q-mation


2005J. Michael Gullard(2)


62


General Partner of Cornerstone
    Management


2005C.N. Reddy


51


Executive Vice President for
    Investments and Director


1985  3




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(1)
    
    Member of the Compensation Committee.(2)
    
    Member of the Audit Committee.(3)
    
    Member of the Nominating and Corporate Governance Committee.  Bryant R. Riley 1991-1993
  Alan B. Howe
  Bob DAgostino
  J. Michael Gullard
  C.N. Reddy
 4




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  Form 10-K Form 8-K.
  Audit
    Committee
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
    Objectives
    of Our Compensation Program
    
    Compensation arrangements shall emphasize pay for performance
    and encourage retention of those executives and employees who
    enhance the Companys performance;
    Compensation arrangements shall promote ownership of the Company
    stock to align the interests of management and stockholders;
    Compensation arrangements shall maintain an appropriate balance
    between base salary and long-term and annual incentive
    compensation;
    In approving compensation, the recent compensation history of
    the executive, including special or unusual compensation
    payments, shall be taken into consideration; and
    Cash incentive compensation plans for senior executives shall
    link pay to achievement of financial goals for the Company. 5




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Role of
    the Compensation Committee
        Components
    of Executive Compensation for Fiscal 2006
      Base
    Salaries
    
    Individual performance;
    Level of responsibility; and
    Competitive market conditions. 6




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Annual
    Cash Bonuses
      Long-Term
    Equity Incentives
      Employment
    Agreements
     7




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Mr. Keating
    Mr. Moeller
    Employee
    Benefits
      The
    Impact of Accounting and Tax Treatment on Compensation Program
    Design
       8




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Compensation
    Committee Report
  Form 10-K
     Summary
    Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity

DeferredStock

Option

Incentive Plan

Compensation

All OtherFiscal

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalName and Principal Position

Year

($) (1)

($) (2)

($)

($) (3)

($)

($)

($) (4)

($) (5)Melvin L. Keating


2007



415,000



420,000







337,387











9,316



1,181,703President and Chief Executive
    OfficerKarl H. Moeller, Jr.


2007



240,000











34,359











12,143



286,502Interim Chief Financial
    OfficerC.N. Reddy


2007



256,250























18,373



274,623Executive Vice President,
    Investments     (1)
    
    Salary.  The amounts reported in this column
    represent base salaries paid to each of the Named Executive
    Officers for fiscal 2007.(2)
    
    Bonus.The amounts reported in this column
    reflect discretionary cash bonus awards approved by the
    Compensation Committee and paid in the fourth quarter of Fiscal
    2007.(3)
    
    Option Awards.No stock options were granted
    to any Named Executive Officers in Fiscal 2007. The amounts
    reported in this column represent the dollar amount of stock
    options recognized, or expensed, based on the
    vesting of grants made in prior years during Fiscal 2007 for
    each of the Named Executive Officers as compensation costs for
    financial reporting purposes (excluding forfeiture assumptions)
    in accordance with SFAS No. 123R. Additional information
    related to the calculation of the compensation cost is set forth
    in Note 12 of the Notes to Consolidated Financial
    Statements of our Annual Report on
    Form 10-K
    relating to Fiscal 2007.(4)
    
    All Other Compensation.  The amounts reported
    in this column represent the aggregate dollar amount for each
    Named Executive Officer for perquisites and other personal
    benefits. Under rules of the SEC, the Company is required to
    identify by type all perquisites and other personal benefits for
    a Named Executive Officer if the total value for that individual
    equals or exceeds $10,000, and to report and quantify each
    perquisite or personal benefit that exceeds the greater of
    $25,000 or 10% of the total amount for that individual. The
    amounts disclosed in this column for Messers. Keating, Moeller
    and Reddy consist of health insurance premiums, life insurance
    premiums accidental death and disability insurance premiums, and
    401(k) matching payments.(5)
    
    Total Compensation.  The amounts reported in
    this column are the sum of the prior columns for each of the
    Named Executive Officers.  Fiscal
    2007 Grants of Plan Based Awards
    Fiscal
    2007 Option Exercises and Stock Vested
   9




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Outstanding
    Equity Awards At Fiscal 2007 Year-End
  Option Awards

Stock AwardsEquityEquity









Plan

Market orIncentive









Awards:

PayoutPlan









Number of

Value ofAwards:







Market

Unearned

UnearnedNumber of

Number of

Number of





Number of

Value of

Shares,

Shares,Securities

Securities

Securities





Shares or

Shares or

Units or

Units orUnderlying

Underlying

Underlying





Units of

Units of

Other

OtherUnexercised

Unexercised

Unexercised

Option



Stock That

Stock That

Rights That

Rights ThatOptions

Options

Unearned

Exercise

Option

Have Not

Have Not

Have Not

Have Not(#)

(#)

Options

Price

Expiration

Vested

Vested

Vested

VestedName

Exercisable

Unexercisable

(#)

($)

Date

(#)

(#)

(#)

(#)Melvin L. Keating


100,000
(1)









$
2.92



3/27/2016















100,000
(2)









$
2.72



11/30/2015















Karl H. Moeller, Jr.


25,000
(3)









$
2.66



1/12/2016















C.N. Reddy


100,000
(4)









$
13.02



4/12/2007















     (1)
    
    The option vested as to 20,000 shares on December 1,
    2006 and vested as to the remaining 80,000 shares on
    January 25, 2007.(2)
    
    The option vested as to 100,000 shares on January 25,
    2007.(3)
    
    The option vested as to 5,000 shares on January 13,
    2007 and vested as to the remaining 20,000 shares on
    January 25, 2007.(4)
    
    The option was vested in full as of the beginning of fiscal 2007.  Pension
    Benefits
    Non-Qualified
    Deferred Compensation
    Termination
    and Change in Control Payments
  change-in-control
    Employment
    Agreement
   10




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Accelerated
    Equity Awards
    Benefits
    Associated with Change of Control
  Named Executive

Number of Accelerated

Value of AcceleratedOfficer

Options Shares

Equity AwardsMelvin L. Keating


180,000


$
284,600Karl H. Moeller, Jr.


20,000


$
28,974   Definition of Change of Control.
  
    a sale, transfer or disposition of all or substantially all of
    the Companys assets, subject to certain exceptions;
    any merger, consolidation or other business combination
    transaction of the Company with or into another corporation,
    entity or person, other than a transaction in which the holders
    of at least a majority of the shares of voting capital stock of
    the Company outstanding immediately prior to such transaction
    continue to hold a majority of the total voting power
    represented by the shares of voting capital stock of the Company
    (or the surviving entity) outstanding immediately after such
    transaction; or
    the direct or indirect acquisition by any person or group of
    beneficial ownership or a right to acquire beneficial ownership
    of shares representing a majority of the voting power of the
    then outstanding shares of capital stock of the Company, subject
    to certain exceptions.
    Notwithstanding the bullets immediately above, a transaction
    shall not constitute a Change of Control if its sole
    purpose is to change the state of the Companys
    incorporation, to create a holding company that will be owned in
    substantially the same proportions by the persons who hold the
    Companys securities immediately before such transaction,
    or to consummate an equity financing approved by the Board.    Compensation
    of Directors
       11




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Change inNon-

PensionFees





Equity

Value andEarned





Incentive

Nonqualifiedor Paid

Stock

Option

Plan

Deferred

All Otherin Cash

Awards

Awards

Compensation

Compensation

Compensation

TotalName

($)

($)

($)(1)

($)

Earnings

($)

$Bryant R. Riley


40,000


$




84,409


$



$



$




134,409Alan B. Howe


50,000







84,409















144,409Robert DAgostino


50,000







84,409















144,409J. Michael Gullard


55,000







84,409















149,409     (1)
    
    The amounts set forth in this column are equal to the
    compensation cost recognized, or expensed, during
    fiscal 2007 for financial statement purposes (excluding
    forfeiture assumptions) in accordance with
    SFAS No. 123R, and relate to stock options granted
    under the 2002 Stock Plan. Of each amount, $70,602 is
    acceleration benefit associated with a change of control on
    January 25, 2007. Additional information related to the
    calculation of the compensation cost is set forth in
    Note 12 of the Notes to Consolidated Financial Statements
    of our Annual Report on
    Form 10-K
    relating to fiscal 2007.  Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and
    Management    Amount and Natureof Beneficial

PercentName and Address of Beneficial Owner(1)

Ownership(2)(3)

of ClassSchneider Capital Management
    Corporation(4)


3,584,373



10.9
%460 E. Swedesford Road,
    Suite 1080
    Wayne, PA 19087Dimensional Fund Advisors(5)


1,503,963



4.6
%1299 Ocean Avenue,
    11th Floor
    Santa Monica, CA 90401Bryant R. Riley(6)


3,000,461



9.1
%11100 Santa Monica Blvd., Suite
    800
    Los Angeles, CA 90025David J. Greene & Co.
    LLC(7)


2,104,343



6.4
% 12




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Amount and Natureof Beneficial

PercentName and Address of Beneficial Owner(1)

Ownership(2)(3)

of Class599 Lexington Avenue
    New York, NY 10022Lloyd Miller III(8)


3,629,159



11.0
%4550 Gordon Drive
    Naples, FL 34102Francis Capital Management, LLC(9)


1,655,200



5.0
%429 Santa Monica Boulevard, Suite
    320
    Santa Monica, CA 90401Harvey Partners, LLC(10)


1,655,260



5.0
%350 Madison Avenue,
    8th Floor
    New York, NY 10017C.N. Reddy(11)


3,904,350



11.8
%Bob DAgostino


94,450




*Alan B. Howe


50,000




*J. Michael Gullard


50,000




*Melvin L. Keating


200,000




*Karl H. Moeller, Jr.


25,000




*N. Damodar Reddy(12)


3,803,136



11.5
%All Directors and current
    executive officers as a group (7 persons)(13)






22.1
%     *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address of each of the named
    individuals is
    c/o Alliance
    Semiconductor Corporation, 2900 Lakeshore Drive,
    Santa Clara, California 95054.(2)
    
    Unless otherwise noted, the Company believes that all persons or
    entities named in the table have sole voting and sole investment
    power with respect to all shares of Common Stock shown in the
    table to be beneficially owned by them, subject to community
    property laws where applicable.(3)
    
    A person is deemed to be the beneficial owner of securities that
    can be acquired by such person within 60 days of
    July 16, 2007 upon the exercise of options, excluding,
    however, options granted pursuant to the Companys 1996
    Employee Stock Purchase Plan. Each stockholders percentage
    ownership is determined by assuming that options that are held
    by such person (but not those held by any other person) and that
    are exercisable within 60 days of July 16, 2007 have
    been exercised.(4)
    
    The number of shares is as reported on a Schedule 13G/A
    filed by Schneider Capital Management Corporation on
    February 12, 2007.(5)
    
    Dimensional Fund Advisors, Inc. (Dimensional)
    is the beneficial owner of Common Stock as a result of providing
    investment advice to four investment companies registered under
    the Investment Company Act of 1940 and serving as an investment
    manager to certain other commingled group trusts and separate
    accounts. Dimensional disclaims beneficial ownership of any
    shares reported above. The number of shares is as reported on a
    Schedule 13G/A filed by Dimensional on February 9,
    2007.(6)
    
    The number of shares is as reported on a Schedule 13D/A
    filed by Bryant R. Riley on July 16, 2007. Mr. Riley
    directly or indirectly has sole voting and dispositive power
    over securities held by B. Riley & Co., Inc.,
    B. Riley & Co. Holdings, LLC, Riley Investment
    Partners Masters Fund, L.P., BR Investco, LLC and Riley
    Investment Management LLC, the investment advisor to and general
    partner of SACC Partners LP. Additionally Mr. Riley is a
    Trustee of the B. Riley & Co. Retirement Trust.
    Through his relationships with these entities, Mr. Riley
    may be deemed to beneficially own a total of
    3,000,461 shares of the Companys Common Stock.(7)
    
    The number of shares is as reported on Schedule 13G filed
    by David J. Green & Co. LLC on February 8, 2007. 13




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(8)
    
    The number of shares is as reported on Schedule 13G filed
    by Lloyd Miller III on February 13, 2007. The
    reporting person has sole voting and dispositive power with
    respect to 1,412,729 of the reported securities and shared
    voting and dispositive power with respect to 2,216,430 of the
    reported securities as (i) an investment advisor to the
    trustee of certain family trusts, and (ii) the trustee to
    certain generation skipping trusts.(9)
    
    As the managing member of Francis Capital Management, LLC, John
    P. Francis may be deemed to beneficially own the number of
    reported shares.(10)
    
    Harvey Partners, LLC is the investment manager of Harvey SMidCap
    Fund, LP, a Delaware limited partnership, and Harvey SMidCap
    Offshore Fund, Ltd., a Cayman Islands exempted company, and, as
    such, possesses sole power to vote and direct the disposition of
    all securities of Alliance held by Harvey SMidCap Fund and
    Harvey SMidCap Offshore Fund. Jeffrey C. Moskowitz and James A.
    Schwartz, the Managing Members of Harvey Partners, share voting
    and investment power with respect to all securities beneficially
    owned by Harvey Partners.(11)
    
    Includes 677,500 shares held of record by C.N. Reddy
    Investments, Inc., of which C.N. Reddy is the sole stockholder.(12)
    
    Includes 345,000 shares held of record by N.D.R.
    Investments, Inc., of which N. Damodar Reddy is the sole
    stockholder.(13)
    
    Includes zero shares subject to options exercisable within
    60 days of July 16, 2007.  Item 13.
    Certain
    Relationships and Related Transactions          Item 14.
    Principal
    Accountant Fees and Services  Form 8-K
   14




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2007


2006Audit Fees(a)

$
552,000


$
848,000Audit Related Fees(b)

$



$
75,000Tax Fees(c)






All Other Fees






     (a)
    
    Audit fees represent fees for professional services provided in
    connection with the audit of the Companys financial
    statements, review of the Companys quarterly financial
    statements and audit services provided in connection with other
    statutory or regulatory filings, and includes fees for consents.
    Audit Fees in 2007 include a maximum of $125,000 which will be
    billed on hours and rate for actual work performed and $22,000
    for prior auditors consent to the annual filing.. Audit
    fees for 2006 include $78,000 for prior auditors consent
    to the annual filing.(b)
    
    Audit related fees represent fees for accounting consultations
    related to potential transactions.(c)
    
    Tax fees principally include fees for tax planning advice. All
    such services were pre-approved by the Audit Committee.  case-by-case
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Exhibits
    ExhibitNumber

Exhibit Title31
.01

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
    Executive Officer.31
.02

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
    Financial Officer.  15




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SIGNATURES      By:
    /s/  Melvin
    L. Keating        By:
    /s/  Karl
    H. Moeller, Jr.   Interim Chief Financial Officer
       *
    
    Melvin L. Keating also signed this report as attorney-in-fact on
    behalf of each member of the Companys board of directors,
    pursuant to a power of attorney signed on July 29, 2007. 16




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EXHIBIT INDEX  ExhibitNumber

Exhibit Title31
.01

Certification Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
    Executive Officer.31
.02

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