##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
     Form 10-K/A
 (Amendment
    No. 2)
  (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
    000-26124
     IXYS Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware

77-0140882(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   3540 Bassett Street
 Santa Clara, California
    95054-2704
 (Address of principal executive
    offices and zip code)
  (408) 982-0700
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 (Title of Class)
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common stock, par value $.01 per share
 (Title of Class)
  o þ
  o þ
    þ o
  Regulation S-K Form 10-K Form 10-K.  Yes þ o
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ




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##### 



Form 10-K/A Form 10-K Form 10-K/A Form 10-K Form 10-K/A.
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  This discussion and analysis should be read along with the
    tables and text under Executive Compensation that
    follow hereafter. Throughout this discussion and analysis, the
    Committee refers to the Compensation Committee and
    executives refers to our executive officers.
    Generally, the Committee limits its deliberations to individuals
    determined by the Board to be executive officers under the rules
    of the SEC. The compensation of other employees is determined
    under the direction of the Chief Executive Officer and the Chief
    Operating Officer.
  Our
    Compensation Philosophy
    
    Motivate and reward performance.  We believe
    that compensation should vary with performance, and that a
    significant portion of an executives pay should be linked
    to individual and corporate performance.
    Align employee pay with stockholder
    objectives.  We believe that our pay program
    should connect executives interests with
    stockholders interests. In particular, we believe that pay
    should reward executives for growing the value of the company.
    Manage resources efficiently.  Compensation is
    a significant expense, which should be managed appropriately to
    achieve our executive reward and retention goals while also
    protecting stockholder interests.
    Attract and retain personnel.  The
    semiconductor industry is a competitive landscape, where
    experienced and talented employees are in demand. Executive
    compensation must be competitive to attract and retain the
    individuals we need to lead our business.  Our
    Executive Compensation Program
    
    Salary
    Performance bonuses
    Other cash bonuses
    Equity compensation
    Employee benefits   1




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##### 



Salaries
    Performance
    Bonuses
        Other
    Cash Bonuses
    Equity
    
    It allows us to provide exceptional potential rewards. Those
    exceptional rewards are realized, however, only if our growth is
    strong as may be evidenced by stock price appreciation and value
    is created for stockholders.
    It creates a strong incentive for executives to improve
    financial results and take the right actions to increase our
    value over the long term. Because the ultimate value of the
    award varies with results, equity-based compensation creates a
    strong link between pay and performance.
    It links executives interests directly with
    stockholders, since rewards depend on stock performance.   2




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##### 



Determining
    the Size of Individual Equity Incentive Awards
      Timing of
    Grants
    Exercise
    Price
    Vesting
    Other
    Benefits
      Severance
    and Change of Control Provisions
    Determining
    Executive Pay
   3




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##### 




    The CEOs assessment of the performance of each executive
    other than himself;
    Each executives pay history and unvested equity incentives;
    The difficulty of the executives role; and
    Periodically, but not annually, executive pay at comparable
    companies.        
    Objectives, weights and bonus levels for the performance bonus
    programs for the current fiscal year;
    Any changes to salary; and
    The amount of any equity incentive awards for the fiscal year.    Executive
    Compensation Consulting
    Compensation
    Benchmarking
    Actel Corporation

ESS Technology

Pixelworks, Inc.Applied Micro Circuits Corp.

Genesis Microchip Inc.

PMC-Sierra, Inc.Atheros Communications, Inc.

Helix Technology Corporation

Semtech Corp.ATMI Inc.

Integrated Silicon Solutions

Silicon Image, Inc.Cirrus Logic, Inc.

Mattson Technology Inc.

SimpleTech, Inc.Cohu Inc.

Micrel, Inc.

Standard Microsystems Corp.Diodes, Inc.

Microsemi Corporation

Vitesse Semiconductor Corp.  4




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##### 



Executive
    Pay Decisions for Fiscal 2007 and Fiscal 2008
  Salary
      Performance
    Bonuses
             5




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##### 



Other
    Cash Bonuses
      Equity
        Tax and
    Accounting Implications
   6




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##### 



Summary
    Compensation Table
    Summary
    Compensation Table for Fiscal 2007
  Change inPensionValue andNonqualifiedNon-Equity


DeferredIncentive


Compen-Stock


Option


Plan


sationName and




Salary


Bonus


Awards


Awards


Compensation


Earnings


All OtherPrincipal Position

Year


($)


($)


($)(1)


($)(1)


($)


($)


Compensation ($)


Total ($)Nathan Zommer


2007



510,000



400,000



107,257



216,160











52,461
(2)


1,285,878Chairman of the Board, President
    and Chief Executive OfficerPeter H. Ingram(3)


2007



232,616



15,081







66,828







9,527



6,955
(4)


331,007General Manager of IXYS
    SemiconductorUzi Sasson


2007



300,000







91,197



196,920











19,389
(5)


607,506Chief Operating Officer, Vice
    President and Chief Financial Officer     (1)
    
    No executive officer forfeited any rights during fiscal 2007.
    Note 3 of the Notes to Consolidated Financial Statements
    set forth in our Annual Report on
    Form 10-K
    for the year ended March 31, 2007 discloses the assumptions
    made in valuing the rights.(2)
    
    Includes estate planning expense of $24,684, car expense of
    $17,749, $7,406 in contributions by IXYS matching certain of
    Dr. Zommers 401(k) plan contributions, telephone
    service, janitorial service, and bill paying and bookkeeping
    services. The payment of estate planning expense is a benefit
    accorded directors. Bill paying and bookkeeping services were
    valued based on an estimate of the hours involved and the hourly
    rate of the person providing the services.(3)
    
    Mr. Ingram is paid in euros. His compensation was converted
    into dollars at the rate of 1.29 euros per dollar, the
    conversion rate used in our consolidated statement of operations
    for fiscal 2007.(4)
    
    Car expense.(5)
    
    Includes car expense of $12,483 and $6,906 in contributions by
    IXYS matching certain of Mr. Sassons 401(k) plan
    contributions.     7




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##### 



Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards in Fiscal 2007
  All Other


All OtherStock


Option





GrantAwards:


Awards:


Exercise


Date FairNumber of


Number of


or Base


Value ofEstimated Future Payouts Under











Shares of


Securities


Price of


Stock andNon-Equity Incentive Plan Awards(1)


Estimated Future Payouts Under Equity Incentive Plan
    Awards


Stock or


Underlying


Option


OptionGrant


Threshold


Target


Maximum


Threshold





Maximum


Units


Options


Awards


AwardsName

Date


($)


($)


($)


(#)


Target (#)


(#)


(#)(2)


(#)


($/Sh)


($)Nathan Zommer


5/12/06



300,000



400,000



500,000















50,000











469,473Peter H. Ingram










































Uzi Sasson


5/12/06



150,000



175,000



200,000















30,000











281,6148/24/06



























20,000











173,314     (1)
    
    These amounts constitute the performance bonus amounts for
    fiscal 2007. After fiscal 2007, it was determined that no
    performance bonuses for fiscal 2007 would be paid.(2)
    
    Pursuant to the 1999 Equity Incentive Plan 8




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Outstanding
    Equity Awards at Fiscal Year End
  .
  Outstanding
    Equity Awards at Fiscal 2007 Year End
  Option Awards

Stock AwardsEquity









Equity

EquityIncentive









Incentive Plan

Incentive PlanPlan









Awards:

Awards:Awards:







Market

Number of

Market orNumber of

Number of

Number of





Number of

Value of

Unearned

Payout Value ofSecurities

Securities

Securities





Shares or

Shares or

Shares, Units

UnearnedUnderlying

Underlying

Underlying





Units of

Units of

or Other

Shares, Units orUnexercised

Unexercised

Unexercised

Option



Stock that

Stock that

Rights that

Other RightsOptions

Options

Unearned

Exercise

Option

have not

have not

have not

that have not(#)

(#)

Options

Price

Expiration

Vested

Vested

Vested

VestedName

Exercisable

Unexercisable

(#)

($)

Date

(#)

($)(1)

(#)

($)Nathan Zommer


62,600











1.86



11/03/08480,000











2.34



11/19/0920,000











20.90



12/11/10160,000











7.26



11/16/11280,000











7.79



11/15/12150,000











10.63



02/20/14100,000











15.81



06/02/1550,000
(2)


511,500Peter H. Ingram


5,150











1.69



11/03/0860,000











2.13



11/19/09120,000











3.63



01/21/1010,000











6.60



11/16/1160,000











4.64



07/22/1240,000











7.08



11/15/1224,500



3,500
(3)






6.75



08/08/1330,000











14.37



06/02/15Uzi Sasson


17,250



12,750
(4)






6.65



08/20/1460,000



60,000
(5)






9.15



11/23/1475,000











14.37



06/02/1520,000
(6)


204,60030,000
(7)


306,900     (1)
    
    Based on the closing price of $10.23 on the Nasdaq Global Market
    on March 30, 2007.(2)
    
    12,500 shares vest on each of the first four anniversaries
    of May 12, 2006.(3)
    
    700 shares vest on the eighth day of each calendar month
    after March 31, 2007.(4)
    
    750 shares vest on the 20th day of each calendar month
    after March 31, 2007.(5)
    
    3,000 shares vest on the 23rd day of each calendar month
    after March 31, 2007.(6)
    
    5,000 shares vest on each of the first four anniversaries
    of August 24, 2006.(7)
    
    7,500 shares vest on each of the first four anniversaries
    of May 12, 2006. 9




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Post-Employment
    Compensation
    Pension
    Benefits for Fiscal 2007
  Number of


PresentYears


Value of


PaymentsCredited


Accumulated


During LastService


Benefit


Fiscal YearName

Plan Name

(#)


($)


($)Peter H. Ingram

Defined Benefit Plan


25



339,453



   Form 10-K
  Potential
    Payments upon Termination of Change in Control
     10




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TerminationWithin OneInvoluntary


Involuntary








Year AfterExecutive Benefits and

Termination


Termination





Change in


Change inPayments Upon Termination

Without Cause


for Cause


Disability


Control


Controlor Change in Control(1)

($)


($)


($)


($)


($)Cash payment


510,000







510,000



1,530,000



1,050,000
(2)Vesting of stock awards(3)










127,875







511,500Vesting of option awards


















401(k) match(4)










7,406







11,109Car expense(4)










17,749







26,624Health insurance(4)










6,691







10,037Other benefits(4)(5)










5,226







7,839     (1)
    
    Based on salary rate during fiscal 2007 and the amounts for
    benefits during fiscal 2007.(2)
    
    Based on the three fiscal years ended March 31, 2007.(3)
    
    Based on closing price of a share of our common stock on
    March 30, 2007, which was $10.23. For disability, assumes
    one year of vesting.(4)
    
    Assumes one year of benefits for disability and eighteen months
    of benefits for termination after change in control. Benefits
    are estimated using fiscal 2007 historical data.(5)
    
    Consists of dental insurance, group life insurance and other
    insurance programs, tax or investment advisor reimbursement
    (estimated at $1,000 per year), annual medical exam
    reimbursement (estimated at $1,000 per year), and bill paying
    and bookkeeping services.  Director
    Compensation
    Director
    Compensation for Fiscal 2007
  Change inFees











PensionEarned











Value andor








Non-Equity


NonqualifiedPaid in


Stock


Option


Incentive Plan


Deferred


All OtherCash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($) (1)(2)(3)


($) (2)(3)(4)


($)


Earnings


($)


($)Donald Feucht


54,600



49,939



39,689











2,052



146,280Samuel Kory


42,000



49,939



39,689











750



132,378S. Joon Lee


32,000



49,939



39,689











1,805



123,433David L. Millstein


56,300



26,601



39,750















122,651Kenneth Wong(5)


43,200



45,688



61,616















150,504Timothy Richardson


























James Thorburn


























     (1)
    
    The following table contains additional information regarding
    stock awards granted during fiscal 2007:  11




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Number ofShares


Grant DateUnderlying


Fair Value ofName

Grant Date


Stock Awards


Stock Awards ($)Donald Feucht


8/25/2006



5,000



43,1365/12/2006



1,250



12,1638/25/2006



1,250



11,175Samuel Kory


8/25/2006



5,000



43,1365/12/2006



1,250



12,1638/25/2006



1,250



11,175Sang Joon Lee


8/25/2006



5,000



43,1368/25/2006



1,250



11,1755/12/2006



1,250



12,163David Millstein


8/25/2006



5,000



43,136Kenneth Wong


8/25/2006



5,000



43,1365/12/2006



1,250



12,1638/25/2006



1,250



11,175Timothy Richardson










James Thorburn










   (2)
    
    The following table sets forth the number of outstanding option
    awards or stock awards at March 31, 2007.  Number ofSharesUnderlying


Number of SharesUnexercised


Underlying StockName

Options


AwardsDonald Feucht


126,250



5,000Samuel Kory


115,000



5,000Sang Joon Lee


141,250



5,000David Millstein


30,000



5,000Kenneth Wong


42,000



2,500Timothy Richardson






James Thorburn






   (3)
    
    Note 3 of the Notes to Consolidated Financial Statements
    set forth in our Annual Report on
    Form 10-
    K for the year ended March 31, 2007 discloses the
    assumptions made in valuing the rights.(4)
    
    The expense related to option awards granted prior to fiscal
    2007.(5)
    
    During fiscal 2007, Mr. Wong resigned and forfeited 2,500
    unvested shares pursuant to the terms of a stock award and the
    right to acquire 14,250 unvested shares pursuant to the terms of
    an option award.     12




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Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee
    Report2
  Form 10-K
  
    2
 13




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Item 15,
    Exhibits
    and Financial Statement Schedules, is hereby amended to
    add to the content thereof the following two exhibits:  Exhibit

Title31
.5

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.6

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.  14




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SIGNATURES
      By:
    /s/  Uzi
    Sasson   Chief Operating Officer and
 Chief Financial Officer
 (Principal Financial Officer)
      Signature

Title

Date*Nathan
    Zommer

Chairman of the Board,
    President
    and Chief Executive Officer
    (Principal Executive Officer)

August 15, 2007/s/  Uzi
    SassonUzi
    Sasson

Chief Operating Officer and Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer)

August 15, 2007*Donald
    L. Feucht

Director

August 15, 2007*Samuel
    Kory

Director

August 15, 2007*S.
    Joon Lee

Director

August 15, 2007*Timothy
    A. Richardson

Director

August 15, 2007*James
    M. Thornburn

Director

August 15, 2007*

/s/  Uzi
    SassonUzi
    Sasson
    Attorney in fact  15




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EXHIBIT
    INDEX
  Exhibit

Title31
.5

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.6

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.