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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1



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

For the fiscal year ended December 31, 2005



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

For the Transition Period from  to

Commission File Number 000-50553



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LOGO

STAKTEK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 56-2354935                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

8900 Shoal Creek Blvd., Austin, TX 78757

(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code:

(512) 454-9531



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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|Common Stock        |  | NASDAQ                                   

Securities registered pursuant to Section 12(g) of the Act:

None.



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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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    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.    YESx    NO ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not
be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    YES ̈NO  x

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.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES ̈NO  x

The
aggregate market value of voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold as of June 30, 2005, the end of the registrants second fiscal quarter, was
approximately $31,296,981 (assuming, for this purpose, that directors, executive officers and the investment funds affiliated with Austin Ventures, L.P. are deemed affiliates).

The number of shares of the registrants common stock, $0.001 par value, outstanding as of March 1, 2006, was 48,451,848.

Documents Incorporated by Reference

None.



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EXPLANATORY NOTE

We are amending (this Amendment) our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission on March 8, 2006 (the Original
10-K), solely for the purpose of providing our auditors signature on its Report of Independent Registered Public Accounting Firm in Item 8, which was inadvertently omitted. At the time of filing of the Original 10-K, we had in our
possession (i) a manually signed and dated Report of Independent Registered Public Accounting Firm, (ii) a manually signed and dated Consent of Independent Registered Public Accounting Firm and (iii) manually signed and dated
certifications of the principal executive officer and principal financial officer pursuant to Exchange Act Rule 13a-14(a).

This amendment
does not reflect events occurring after the filing of the Original 10-K and does not modify or update the disclosure in the Original 10-K, other than (i) the change referenced above and (ii) the filing of certifications of our chief
executive officer and chief financial officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Report of Independent Registered Public Accounting Firm on page 46 of the Original 10-K is amended to add /s/ Ernst & Young LLP
after the last paragraph and immediately before the line reading Austin, Texas.



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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|1. | Financial Statements: See Index to Financial Statements under Item 8.
|-- | ---------------------------------------------------------------------



|2. | Financial Statement Schedules: All schedules are omitted because they are not applicable or are not required or the information required to be set forth therein is included in the
consolidated financial statement or notes thereto.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.
|-- | -------------------------------------------------------------------------------------------------------------------------------------

INDEX TO EXHIBITS



|              |  |                                                                                                                               |  |                           |  |               |  |            |  |          |  | 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ---------- |  | -------- |  | 
|ExhibitNumber |  | Exhibit Description                                                                                                           |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                          |  | File Number               |  | Exhibit       |  | FilingDate | 
|3.1           |  | Amended and Restated Certificate of Incorporation                                                                             |  | 10-Q                      |  | 000-50553     |  | 3.1.1      |  | 11/7/05  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|3.2           |  | Amended and Restated Bylaws                                                                                                   |  | 10-Q                      |  | 000-50553     |  | 3.2.1      |  | 11/7/05  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|4.1           |  | Reference is made to Exhibits 3.1 and 3.2 for provisions defining the rights of equity holders                                |  |                           |  |               |  |            |  |          |  | 
|              |  |                                                                                                                               |  |                           |  |              
|4.2           |  | Specimen certificate for shares of common stock of Staktek Holdings, Inc.                                                     |  | S-1/A                     |  | 333-110806    |  | 4.2        |  | 1/20/04  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.1*         |  | Staktek Holdings, Inc. 2003 Stock Option Plan, as amended to date                                                             |  | 10-Q                      |  | 000-50553     |  | 10.1       |  | 11/7/05  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.2*         |  | Staktek Holdings 2005 Employee Stock Purchase Plan                                                                            |  | S-8                       |  | 333-125853    |  | 99         |  | 6/16/05  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.3*         |  | Letter Agreements, dated August 19, 2003, among Staktek Holdings, Inc. and Austin Ventures, regarding management rights       |  | S-1                       |  | 333-110806    |  | 10.3       |  | 11/26/03 |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.4          |  | Amended and Restated Registration Rights Agreement, dated November 24, 2003, among Staktek Holdings, Inc. and Austin Ventures |  | S-1                       |  | 333-110806    |  | 10.5       |  | 11/26/03 |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.5**        |  | Agreement, dated July 18, 2005, among Samsung Electronics Co., Ltd and Staktek Group, L.P.                                    |  | 10-Q                      |  | 000-50553     |  | 10.2       |  | 11/7/05  |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.6          |  | Lease Agreement, dated December 1, 2003, among Staktek Group L.P. and 8900 Shoal Creek                                        |  | S-1                       |  | 333-110806    |  | 10.7       |  | 11/26/03 |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.7*         |  | Executive Employment Agreement, dated August 20, 2003, among Staktek Corporation and James W. Cady                            |  | S-1                       |  | 333-110806    |  | 10.8.1     |  | 11/26/03 |  | 
|              |  |                                                                                                                               |  |                           |  |              
|10.8*         |  | Amendment No. 1 to James W. Cadys Executive Employment Agreement, dated May 9, 2005                                          |  | 8-K                       |  | 000-50553     |  | 10.2       |  | 5/11/05  |  | 



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|              |  |                                                                                                                                  |  |                           |  |               |  |            |  |          |  |  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ---------- |  | -------- |  | -
|ExhibitNumber |  | Exhibit Description                                                                                                              |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                             |  | File Number               |  | Exhibit       |  | FilingDate | 
|10.9*         |  | Executive Employment Agreement, dated August 20, 2003, among Staktek Corporation and Albert V. Saucedo                           |  | S-1                       |  | 333-110806    |  | 10.8.6     |  | 11/26/03 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.10*        |  | Amended and Restated Executive Employment Agreement, dated October 20, 2005, among Staktek Holdings, Inc. and Wayne R. Lieberman |  | 8-K                       |  | 000-50553     |  | 10.1       |  | 10/26/05 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.11*        |  | Amended and Restated Executive Employment Agreement, dated October 20, 2005, among Staktek Holdings, Inc. and W. Kirk Patterson  |  | 8-K                       |  | 000-50553     |  | 10.2       |  | 10/26/05 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.12*        |  | Amended and Restated Executive Employment Agreement, dated October 20, 2005, among Staktek Holdings, Inc. and Stephanie A. Lucie |  | 8-K                       |  | 000-50553     |  | 10.3       |  | 10/26/05 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.13*        |  | Form of Indemnification Agreement for Staktek Holdings, Inc.s directors and officers                                            |  | S-1                       |  | 333-110806    |  | 10.9       |  | 11/26/03 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.14*        |  | Staktek Holdings, Inc. Medical Retiree Plan                                                                                      |  | 10-K                      |  | 000-50553     |  | 10.9       |  | 3/9/05   |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.15*        |  | Staktek Amended and Restated 2005 Bonus Incentive Plan                                                                           |  | 10-K                      |  | 000-50553     |  | 10.15      |  | 3/8/06   |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.16         |  | Loan Agreement, dated March 10, 2005, between Guaranty Bank and Staktek Holdings, Inc.                                           |  | 10-Q                      |  | 000-50553     |  | 10.1       |  | 5/11/05  |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.17         |  | Revolving Promissory Note in connection with the Loan Agreement dated March 10, 2005                                             |  | 10-Q                      |  | 000-50553     |  | 10.2       |  | 5/11/05  |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|10.18         |  | Guaranty Agreement, dated March 10, 2005, between Staktek Group, L.P. and Guarantee Bank                                         |  | 10-Q                      |  | 000-50553     |  | 10.3       |  | 5/11/05  |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|14.1          |  | Code of Ethics                                                                                                                   |  | 10-K                      |  | 000-50553     |  | 14.1       |  | 3/9/05   |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|21.1          |  | List of Subsidiaries                                                                                                             |  | S-1                       |  | 333-110806    |  | 21.1       |  | 11/26/03 |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|23.1          |  | Consent of Independent Registered Public Accounting Firm                                                                         |  | 10-K                      |  | 000-50553     |  | 10.15      |  | 3/8/06   |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|24.1          |  | Power of Attorney (See signature page of this Form 10-K)                                                                         |  | 10-K                      |  | 000-50553     |  | 24.1       |  | 3/8/06   |  |  
|              |  |                                                                                                                                  |  |                           |  |              
|31.1          |  | Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002)           |  |                           |  |               |  |            |  |          |  | X
|              |  |                                                                                                                                  |  |                           |  |              
|31.2          |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002)           |  |                           |  |               |  |            |  |          |  | X
|              |  |                                                                                                                                  |  |                           |  |              
|32.1          |  | Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002)           |  |                           |  |               |  |            |  |          |  | X
|              |  |                                                                                                                                  |  |                           |  |              
|32.2          |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002)           |  |                           |  |               |  |            |  |          |  | X

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|*   - | Constitutes management contract or compensatory arrangement
|----- | -----------------------------------------------------------

|** - | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this report and have been filed separately with the Securities and
Exchange Commission.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



STAKTEK HOLDINGS, INC.By:

/s/ Wayne R. LiebermanWayne R. LiebermanPresident and Chief Executive OfficerDate: July 17, 2006By:

/s/ W. Kirk PattersonW. Kirk PattersonSenior Vice President and Chief Financial OfficerDate: July 17, 2006


Pursuant to the requirements of the Securities Act of 1934, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated:



|                       |  |                                                                                                |  |              
|---------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------
|Name                   |  | Title                                                                                          |  | Date         
|/s/ Wayne R. Lieberman |  | President, Chief Executive Officer and Director (principal executive officer)                  |  | July 17, 2006
|Wayne R. Lieberman     |  |                                                                                                | 
|                       |  |                                                                                               
|/s/ W. Kirk Patterson  |  | Senior Vice President and Chief Financial Officer (principal accounting and financial officer) |  | July 17, 2006
|W. Kirk Patterson      |  |                                                                                                | 
|                       |  |                                                                                               
|*                      |  | Chairman of the Board of Directors                                                             |  | July 17, 2006
|Joseph C. Aragona      |  |                                                                                                | 
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|James W. Cady          |  |                                                                                                |  |              
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|Harvey B. Cash         |  |                                                                                                |  |              
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|Kevin P. Hegarty       |  |                                                                                                |  |              
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|Clark W. Jernigan      |  |                                                                                                |  |              
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|Edward E. Olkkola      |  |                                                                                                |  |              
|                       |  |                                                                                               
|*                      |  | Director                                                                                       |  | July 17, 2006
|A. Travis White        |  |                                                                                                |  |              

W. Kirk Patterson, by signing his name hereto, does hereby sign this Annual Report on Form 10-K/A on behalf of
each of the above-named directors of the Company on the date indicated below, pursuant to powers of attorney executed by each of such directors and filed with the SEC.



|     |  |                       |  |  |  |  |  |              
|---- |  | --------------------- |  |  |  |  |  | -------------
|*By: |  | /s/ W. Kirk Patterson |  |  |  |  |  | July 17, 2006
|     |  | W. Kirk Patterson     |  |  |  |  |  |              
|     |  | Attorney-in-Fact      |  |  |  |  |  |              



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