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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 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                    to

OR



| ̈ | 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:

COMMISSION FILE NUMBER: 001-34862





SouFun
Holdings Limited

(Exact name of Registrant as specified in its charter)





Cayman Islands

(Jurisdiction of incorporation or organization)

8th Floor, Tower 3,
Xihuan Plaza

No. 1 Xizhimenwai Avenue

Xicheng District, Beijing 100044

The Peoples Republic of China

(Address of principal executive offices)

Contact Person: Executive Chairman

Telephone: +86-10-5930 6668

Fax: +86-10-5930 6137

(Telephone, E-mail and/or Facsimile Number 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 registered
|American Depositary Shares, each representing one Class A ordinary share, par value HK$1.00 each |  | The New York Stock Exchange              

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:



|                                                |  |  |            | 
|----------------------------------------------- |  |  | ---------- | 
|Class A ordinary shares, par value HK$1.00 each |  |  | 53,813,918 | 
|Class B ordinary shares, par value HK$1.00 each |  |  | 24,336,650 | 

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

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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 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 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 Standards Board   ̈ |  | Other   ̈
|             |  |                                                                                                          | 

If Other has been checked in response to the previous question, indicate by check mark which 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









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TABLE OF CONTENTS



|                 |  |  |   | 
|---------------- |  |  | - | 
|Explanatory Note |  |  | 1 | 
|                 | 
|Signatures       |  |  | 2 | 
|                 | 
|Exhibit Index    |  |  | 3 | 



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EXPLANATORY NOTE

We are filing this Amendment No. 2 to our annual report on Form 20-F for the year ended December 31, 2011, which was originally filed with the Securities
and Exchange Commission on April 26, 2012 and amended on April 30, 2012, to include certain contracts as Exhibits 4.21.1 and 4.21.2, pursuant to which we purchased space in the former AIG training center at 72 Wall Street, New York City.

Other than as required to reflect the amendments described herein, this Amendment No. 2 does not reflect events occurring after the filing of the
original annual report on Form 20-F and does not modify or update the disclosure therein in any way.



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SIGNATURES

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 its behalf.

SOUFUN HOLDINGS LIMITED



By:

/s/ Vincent Tianquan MoName: Vincent Tianquan MoTitle: Executive Chairman


Date: November 8, 2012



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                      
|            | 
|1.1*        |  | Fourth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC
on September 2, 2010).                                                                                                                                                 
|            | 
|2.1*        |  | Specimen ordinary share certificate (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).                                                                                                                                                                                
|            | 
|2.2*        |  | Specimen American depositary receipt (incorporated by reference to Registration Statement on Form F-6 (Registration No. 333-169176) filed with the SEC on September 2,
2010).                                                                                                                                                                               
|            | 
|2.3*        |  | Form of Deposit Agreement (incorporated by reference to Registration Statement on Form F-6 (Registration No. 333-169176) filed with the SEC on September 2,
2010).                                                                                                                                                                                          
|            | 
|4.1*        |  | Shareholders Agreement, dated August 31, 2006 (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on
September 2, 2010).                                                                                                                                                                     
|            | 
|4.2*        |  | Stock Related Award Incentive Plan of 1999 (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).                                                                                                                                                                         
|            | 
|4.3*        |  | 2010 Stock Incentive Plan (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).                                                                                                                                                                                          
|            | 
|4.4*        |  | Investors Rights Agreement among the Registrant, General Atlantic, Apax, Next Decade, Media Partner and Digital Link, dated August 13, 2010 (incorporated by reference to
Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                       
|            | 
|4.5*        |  | Investors Rights Agreement among the Registrant, General Atlantic, Apax, Next Decade, Media Partner and Digital Link, dated August 13, 2010 (incorporated by reference to
Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                       
|            | 
|4.6*        |  | Options Exercise Agreement among Telstra International, the Registrant and Mr. Mo, dated August 12, 2010 (incorporated by reference to Registration Statement on Form F-1
(Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                           
|            | 
|4.7*        |  | Form of Employment Agreement (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).                                                                                                                                                                                       
|            | 
|4.8*        |  | Form of Indemnification Agreement (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).                                                                                                                                                                                  
|            | 
|4.9*        |  | Form of Loan Agreement between and among SouFun Network or SouFun Media and Mr. Mo and Mr. Dai as shareholders of a consolidated controlled entity (incorporated by
reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                 
|            | 
|4.9.1*      |  | Schedule of Loan Agreements between and among certain PRC subsidiary of SouFun Holdings Limited and shareholders of a consolidated controlled entity.                                                                                                                                                                                                       
|            | 
|4.10*       |  | Form of Equity Pledge Agreement among SouFun Network or SouFun Media, Mr. Mo and/or Mr. Dai and/or other shareholders of a consolidated controlled entity pledging the
shares of the consolidated controlled entity (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2,
2010).



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.10.1*     |  | Schedule of Equity Pledge Agreements among certain PRC subsidiary of SouFun Holdings Limited and shareholders of a consolidated controlled entity.                                                                                                                                                                                                                                                                                                                                                        
|            | 
|4.11*       |  | Form of Shareholders Proxy Agreement among SouFun Network or SouFun Media, a consolidated controlled entity, Mr. Mo and/or Mr. Dai and/or other shareholders of the
consolidated controlled entity (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                              
|            | 
|4.11.1*     |  | Schedule of Shareholders Proxy Agreements among certain PRC subsidiary of SouFun Holdings Limited, a consolidated controlled entity and shareholders of the consolidated
controlled entity.                                                                                                                                                                                                                                                                                                              
|            | 
|4.12*       |  | Form of Operating Agreement among SouFun Network or SouFun Media, a consolidated controlled entity, Mr. Mo and/or Mr. Dai and/or other shareholders of the consolidated
controlled entity (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                        
|            | 
|4.12.1*     |  | Schedule of Operating Agreements among certain PRC subsidiary of SouFun Holdings Limited, a consolidated controlled entity and shareholders of the consolidated controlled
entity.                                                                                                                                                                                                                                                                                                                        
|            | 
|4.13*       |  | Form of Exclusive Technical Consultancy and Services Agreement between SouFun Network or SouFun Media and a consolidated controlled entity (incorporated by reference to Registration
Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                                                                       
|            | 
|4.13.1*     |  | Schedule of Exclusive Technical Consultancy and Services Agreements between certain PRC subsidiary of SouFun Holdings Limited and a consolidated controlled entity.                                                                                                                                                                                                                                                                                                                                       
|            | 
|4.14*       |  | Form of Exclusive Call Option Agreement among SouFun Holdings Limited, Mr. Mo and/or Mr. Dai and/or other shareholders of a consolidated controlled entity, the
consolidated controlled entity and SouFun Network and/or SouFun Media (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                            
|            | 
|4.14.1*     |  | Schedule of Exclusive Call Option Agreements among SouFun Holdings Limited, shareholders of a consolidated controlled entity, the consolidated controlled entity and certain PRC
subsidiaries of SouFun Holdings Limited.                                                                                                                                                                                                                                                                                 
|            | 
|4.15*       |  | Form of Amendment Agreement Relating to Exclusive Technical Consultancy and Services Agreement, Exclusive Call Option Agreement, Operating Agreement and Other Agreements among
SouFun Network and/or SouFun Media, a consolidated controlled entity, Mr. Mo, Mr. Dai and/or other shareholders of the consolidated controlled entity and SouFun Holdings Limited (incorporated by reference to Registration Statement on Form
F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).
|            | 
|4.15.1*     |  | Schedule of Amendment Agreements Relating to Exclusive Technical Consultancy and Services Agreement, Exclusive Call Option Agreement, Operating Agreement and Other Agreements among
certain PRC subsidiaries of SouFun Holdings Limited, a consolidated controlled entity, shareholders of the consolidated controlled entity and SouFun Holdings Limited.                                                                                                                                               
|            | 
|4.16*       |  | Form of Intra-group Memorandum of Understanding between SouFun Network or SouFun Media and a consolidated controlled entity (incorporated by reference to Registration Statement on
Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                                                                                      
|            | 
|4.16.1*     |  | Schedule of Intra-group Memorandums of Understanding between certain PRC subsidiary of SouFun Holdings Limited and a consolidated controlled entity.                                                                                                                                                                                                                                                                                                                                                      
|            | 
|4.17*       |  | Web Promotion Technical Service Contract, dated April 23, 2010, between CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd. and SouFun Media (incorporated by reference to
Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                                                                         
|            | 
|4.18*       |  | Individual Entrustment Loan Agreement, dated November 5, 2009, between CNED Hengshui Zhongcheng Wanyuan Home Co., Ltd., as borrower, and Bank of Communications, as lender, with
SouFun Media, as principal (incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                      
|            | 
|4.19*       |  | Web Promotion Technical Service Contract, dated July 16, 2010, between Beijing Wei Ye Hang Real Estate Agency Co., Ltd. and Beijing SouFun Technical Development Co. Ltd.
(incorporated by reference to Registration Statement on Form F-1 (Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                                        
|            | 
|4.20*       |  | Indemnity Agreement among Mr. Mo, CNED Hengshui Zhengcheng Wanyuan Home Co., Ltd. and the Registrant (incorporated by reference to Registration Statement on Form F-1
(Registration No. 333-169170) filed with the SEC on September 2, 2010).                                                                                                                                                                                                                                                             



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|            |  |                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                     
|            | 
|4.21*       |  | Purchase and Sale Agreement between Sahn Eagle LLC and SouFun Holdings Limited (incorporated by reference to Exhibit 4.23 of our Annual Report 20-F (file no. 001-34862) filed with
the SEC on June 10, 2011).             
|            | 
|4.21.1**    |  | Purchase and Sale Agreement between Sahn Eagle LLC and Wall Street Global Training Center, Inc.                                                                                                                            
|            | 
|4.21.2**    |  | Assignment and Assumption of Purchase and Sale Agreement between Wall Street Global Training Center, Inc. and Best Work Holdings (New York) LLC.                                                                           
|            | 
|4.22*       |  | Purchase Agreement for Property of the Sanya Bay La Costa Seaside Hotel between Beijing Hengxinjiahua Investment Consultancy Limited and Beijing Li Tian Rong Ze Technology
Development Co., Ltd.                          
|            | 
|8.1*        |  | List of Subsidiaries and Consolidated Affiliated Entities.                                                                                                                                                                 
|            | 
|11.1*       |  | Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file no. 333-169170) filed with the SEC on
September 2, 2010).                                   
|            | 
|12.1**      |  | Certification of Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).                                                                                       
|            | 
|12.2**      |  | Certification of Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)).                                                                                       
|            | 
|13.1***     |  | Certification of Chief Executive Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14 (b)) and Section 1350 of Chapter 63 of Title 18 of
the United States Code (18 U.S.C. 1350).
|            | 
|13.2***     |  | Certification of Chief Financial Officer required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350). 
|            | 
|15.1*       |  | Consent of Jingtian & Gongcheng.                                                                                                                                                                                           
|            | 
|15.2*       |  | Consent of Ernst & Young Hua Ming.                                                                                                                                                                                         
|            | 
|101.INS*    |  | XBRL Instance Document.                                                                                                                                                                                                    
|            | 
|101.SCH*    |  | XBRL Taxonomy Extension Schema Document.                                                                                                                                                                                   
|            | 
|101.CAL*    |  | XBRL Taxonomy Extension Calculation Linkbase Document.                                                                                                                                                                     
|            | 
|101.DEF*    |  | XBRL Taxonomy Extension Definition Linkbase Document.                                                                                                                                                                      
|            | 
|101.LAB*    |  | XBRL Taxonomy Extension Label Linkbase Document.                                                                                                                                                                           
|            | 
|101.PRE*    |  | XBRL Taxonomy Extension Presentation Linkbase Document.                                                                                                                                                                    



|* | Previously filed or furnished
|- | -----------------------------

|** | Filed herewith
|-- | --------------

|*** | Furnished herewith
|--- | ------------------



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