UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
20-F/A


(Amendment
No. 2)






(Mark
      One)[    ]
              Registration
      Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act
      of 1934OR[ X
      ]
              Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 For the fiscal year ended December 31, 2008OR[    ]
              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934OR[    ]
              Shell
      Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 Date
      of event requiring this shell company report........................For the transition
      periodfrom
      ....................................... to
      ............................................


Commission
file number 000-30678


GLOBAL
SOURCES LTD.


(Exact
name of Registrant as specified in its charter)




Global
Sources Ltd.


(Translation
of Registrant’s name into English)




Bermuda


(Jurisdiction
of incorporation or organization)




Canon’s
Court


22
Victoria Street


Hamilton,
HM 12 Bermuda


(Address
of principal executive offices)




David
Gillan, Chief Financial Officer


Telephone:
(65)-65472620


E-mail:
dgillan@globalsources.com


Facsimile:
(65) – 65472223




Global
Sources Ltd.


c/o
Media Data Systems Pte Ltd.


1
Sims Lane, # 08-01, Singapore - 387355


(Name,
Telephone, E-mail and /or Facsimile number and Address of Company Contact
Person)




Securities
registered or to be registered pursuant to Section 12(b) of the
Act:




Title
      of each class
            Name
      of each exchange on which registeredCommon
      Shares, $0.01 Par Value
            NASDAQ
      National Market





Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  NONE


















Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:  NONE




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report:




44,543,330
common shares, $0.01 par value, outstanding as of April 30, 2009.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act




Yes
            
            
            No
            x





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934




Yes
            
            
            No
            x





Note-Checking
the box above will not relieve any registrant required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes
            x
            
            No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes
            x
            
            No







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer
            
            
            Accelerated
      filer
            x
            
            Non-accelerated
      filer





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




U.S.
      GAAP
            x
            
            International
      Financial Reporting Standards as issued by the International
      Accounting StandardsBoard
            
            
            Other





If
“Other” has been checked in response to the previous questions, indicate by
check mark with financial statement item the registrant has elected to
follow.




Item
      17
            
            
            Item
      18





















If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act)




Yes
            
            
            No
            x





(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)




Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.




Yes
            
            
            No











EXPLANATORY
NOTE





Global
Sources Ltd. hereby amends its Annual Report on Form 20-F for the fiscal year
ended December 31, 2008 previously filed with the Securities and Exchange
Commission on June 26, 2009 (the “Original 20-F Filing”) as amended by Amendment
No. 1 filed on Form 20-F/A on July 15, 2009 (“Amendment No. 1”).





Specific
Change





·
            This
      Amendment No. 2 to the Original 20-F Filing on Form 20-F/A (“Amendment No.
      2”) is being filed with respect to Item 19 in Amendment No. 1 in order to
      attach the certifications required by Rule 13a - 14(a) and Rule 15d- 14(a)
      as exhibits that were not included in Amendment No.
  1.





Limited
Amendment





Except as
specifically and expressly disclosed in this filing, this Amendment No. 2 does
not, and does not purport to,


amend,
update or restate any information in any Items or sections of the Original 20-F
Filing or Amendment No. 1, or reflect any events having occurred after the
filing of the Original 20-F Filing on June 26, 2009.





All
statements in this Explanatory Note are subject to and qualified by the full
contents of this Amendment No. 2.








-1-








SIGNATURE




The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and that it has duly caused and authorized the undersigned to sign
this annual report on Form 20-F/A on its behalf.




GLOBAL
      SOURCES LTD.By: 
      /s/ David GillanDavid Gillan, Chief Financial
Officer








Date:
January 13, 2010