##### Table of Contents



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
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number 0-26660
      ESS Technology, Inc.
 (Exact name of Registrant as
    specified in its charter)
  California

94-2928582(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)48401 Fremont Blvd., Fremont,
    California

94538(Address of principal executive
    offices)

(Zip Code)   Registrants telephone number, including area code:(510) 492-1088
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, no par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### Table of Contents



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Rules 12b-15 Form 10-K/A
 1




---



##### 



ESS
    TECHNOLOGY, INC.
  2006 FORM
    10-K/A
  TABLE OF CONTENTS
  PagePART
    IIIItem 10.


Directors and
    Executive Officers of the Registrant


3Item 11.


Executive
    Compensation


5Item 12.


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


15Item 13.


Certain
    Relationships and Related Transactions


17Item 14.


Principal
    Accountant Fees and Services


18PART
    IVItem 15.


Exhibits and
    Financial Statement Schedules


18Signatures


19EXHIBIT 31.1EXHIBIT 31.2   2




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##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    DirectorName of Nominee

Age

Principal Occupation

SinceFred S.L. Chan


60


Chairman of the Board of Directors
    of the Company


1986Robert L. Blair


59


President and Chief Executive
    Officer of the Company


1999Bruce J. Alexander(1)


62


Director of Supermicro Computers,
    Inc.


2007Gary L. Fischer(1)


56


Vice President and Chief Financial
    Officer of eRide, Inc.


2004Peter T. Mok(1)(2) (3)


54


President and Chief Executive
    Officer of KLM Capital Management, Inc.


1993Alfred J. Stein(1)(2)(3)


74


Director of Advanced Power
    Technology


2003     (1)
    
    Member of the Audit Committee of the Board.(2)
    
    Member of the Compensation Committee of the Board.(3)
    
    Member of the Corporate Governance and Nominating Committee of
    the Board.  Fred S.L. Chan
  Robert L. Blair
  Bruce J. Alexander
  Gary L. Fischer
 3




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##### Table of Contents



Peter T. Mok
  Alfred J. Stein start-up
    Audit
    Committee and Audit Committee Financial Expert
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
  http://www.ESSTECH.com.
 4




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##### Table of Contents



Form 8-K.
  Item 11.
    Executive
    Compensation  EXECUTIVE
    COMPENSATION
  COMPENSATION DISCUSSION AND ANALYSIS
  Overview
  http://www.ESSTECH.com/IR/investor
    _relations.shtm
  Philosophy
      Objectives
    
    attract and retain highly qualified executives by offering an
    overall compensation package that is competitive with that
    offered for comparable positions in comparable companies in the
    high-technology industry, in Silicon Valley and in other parts
    of the world where we operate;
    motivate executives to achieve the Companys business goals
    through the use of an incentive compensation plan that ties a
    portion of an executives compensation to objectives of the
    Company and individual performance;
    reward achievement of the Companys short-term and
    long-term performance goals; and
    align the interests of executives with the long-term interests
    of stockholders through executive participation in equity-based
    compensation plans. 5




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##### Table of Contents



Elements
    of Executive Compensation
    
    base salary;
    incentive cash compensation which consists of an annual bonus
    plan that is completely discretionary and only earned based on
    achieving certain corporate and individual objectives; and
    stock-based incentive compensation programs, including the
    shareholder-approved 1995 Equity Incentive Plan and 1997 Equity
    Incentive Plan.    time-to-time,
    Determination
    of Executive Compensation
    SUMMARY
    COMPENSATION TABLE
   6




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##### Table of Contents



Change in pensionvalue andNon-equity


non-qualifiedStock


Option


incentive plan


deferred


All otherawards


awards


compensation


compensation


compensationName and principal position

Year


Salary ($)


Bonus ($)


($)


($)(1)


($)


earnings ($)


($)(2)


Total ($)Fred S.L. Chan,
    Chairman of the Board of Directors,


2006


$
328,000










$
355,928










$
298


$
684,226Robert L. Blair,
    President & CEO


2006



328,000


$
750







320,484











298


$
649,532James B. Boyd,
    Sr. V.P. & CFO


2006



221,481



150,000







89,040











298


$
460,819Chorng-Yeong Chu,
    Sr. V.P. Video Engineering


2006



272,883
(3)


4,400
(4)






166,000











5,058
(5)

$
448,341Robert Wong,
    V.P. of Sales and Marketing


2006



220,000



67,750







91,330











298


$
379,378     (1)
    
    Represents the amount of compensation cost recognized by us in
    fiscal 2006 related to stock option awards granted prior to
    fiscal 2006 (since none were granted during fiscal 2006), as
    described in Statement of Financial Accounting Standards
    No. 123R (SFAS 123R). For a discussion of valuation
    assumptions, see Note 11 to our 2006 Consolidated Financial
    Statements included in our Annual Report on Form
    10-K for the
    year ended December 31, 2006.(2)
    
    Includes dollar value of annual premiums paid by the Company
    under the Companys group term life insurance policy and
    accidental death and dismemberment policy on behalf of the Named
    Executive Officers.(3)
    
    Includes $32,883 of vacation accrual that was paid to
    Chorng-Yeong Chu upon his termination in connection with the
    February 2007 sale of Blu-ray assets to Silicon Integrated
    Systems Corporation and its affiliates (SiS).(4)
    
    Excludes a $1,250,000 bonus paid in March 2007 to Chorng-Yeong
    Chu in connection with the February 2007 sale of Blu-ray assets
    to SiS.(5)
    
    Includes $4,760, the value of a wristwatch awarded to
    Chorng-Yeong Chu for his ten years of service to the Company.  Cash-Based
    Compensation
     7




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##### Table of Contents



Base
    Salary  day-to-day
  Incentive
    Bonus Compensation      Discretionary
    Bonuses    2007 Cash
    Compensation   8




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##### Table of Contents



Stock-Based
    Compensation
         9




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##### Table of Contents



Compensation
    for the Chief Executive Officer and Chairman of the Board of
    Directors
      Tax
    Considerations
      GRANTS OF
    PLAN-BASED AWARDS
  All


All OtherOther


OptionStock


Awards:





GrantAwards:


Number of





DateEstimated Future Payouts


Estimated Future Payouts


Number of


Securities


Exercise


FairUnder Non-Equity Incentive


Under Equity Incentive Plan


Shares


Under-


or Base


Value ofPlan Awards


Awards


of Stock


lying


Price of


Stock andGrant


Threshold


Target


Maximum


Threshold


Target


Maximum


or Units


Options


Option Awards


OptionName

Date


($)


($)


($)


(#)


(#)


(#)


(#)


(#)


($/Sh)


Awards(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)


(k)


(l)Robert L. Blair










328,000



656,000



























Fred S.L. Chan










328,000



656,000



























James B. Boyd










110,000



220,000



























Chorng-Yeong Chu










120,000



240,000



























Robert Wong










110,000



220,000



























  10




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option awards


Stock awardsEquityEquity


incentiveincentive


planMarket


plan


awards:Equity incentive








Number


value of


awards:


market orplan awards:








of shares or


shares or


number of


payoutnumber of








units of


units of


unearned


valueNumber of


Number of


securities








stock


stock


shares, units


of unearnedsecurities


securities


underlying








that have


that have


or other


shares, units orunderlying


underlying


unexercised


Option


Option


not


not


rights that


other rightsunexercised options


unexercised options


unearned options


exercise


expiration


vested


vested


have not


that have notName

(#) exercisable


(#) unexercisable


(#)


price ($)


date


(#)


($)


vested (#)


vestedFred S.L. Chan


170,000




(1)





$
4.8750



7/3/2007















250,000




(1)






4.8750



1/3/2011















88,558



30,412
(2)






4.1200



6/28/2015















252,900



78,650
(3)






4.1200



6/28/2015















18,109



2,921
(4)






4.5320



6/28/2010















30,433



38,017
(5)






4.5320



6/28/2010















Robert L. Blair


10,225




(1)






5.0000



1/4/2007















20,851



3,559
(6)






9.7800



7/8/2013















320,816



54,774
(7)






9.7800



7/8/2013















20,000




(1)






4.0625



11/3/2007















9,775




(1)






5.0000



1/4/2007















168,000




(1)






4.8750



1/3/2011















13,611




(1)






2.6875



7/21/2007















16,000




(1)






4.1200



6/28/2015















15,420




(1)






4.1200



6/28/2015















144,580




(1)






4.1200



6/28/2015















3,750




(1)






4.1200



6/28/2015















154,666




(1)






4.1200



6/28/2015















11,250




(1)






4.1200



6/28/2015















1,000




(1)






4.1200



6/28/2015















James B. Boyd


20,000




(1)






4.8750



1/3/2008















79,036




(1)






4.8750



7/6/2009















25,833



14,167
(8)






7.6200



5/23/2013















28,464




(1)






4.8750



7/6/2009















25,833



4,167
(9)






4.1200



6/28/2015















12,500



17,500
(10)






4.1200



6/28/2015















 11




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##### Table of Contents



Option awards


Stock awardsEquityEquity


incentiveincentive


planMarket


plan


awards:Equity incentive








Number


value of


awards:


market orplan awards:








of shares or


shares or


number of


payoutnumber of








units of


units of


unearned


valueNumber of


Number of


securities








stock


stock


shares, units


of unearnedsecurities


securities


underlying








that have


that have


or other


shares, units orunderlying


underlying


unexercised


Option


Option


not


not


rights that


other rightsunexercised options


unexercised options


unearned options


exercise


expiration


vested


vested


have not


that have notName

(#) exercisable


(#) unexercisable


(#)


price ($)


date


(#)


($)


vested (#)


vestedChorng-Yeong Chu


22,630




(1)






4.8750



1/3/2009















24,037




(1)






4.8750



1/3/2008



















21,457
(11)






7.6200



5/23/2013















11,666



11,775
(11)






3.1000



10/23/2015















31,666



6,877
(11)






7.6200



5/23/2015















1,667



34,892
(11)






3.1000



10/23/2015















7,836




(1)






4.1200



6/28/2015















12,868




(1)






4.1200



6/28/2015















40,000




(1)






4.1200



6/28/2015















7,132




(1)






4.1200



6/28/2015















14,463




(1)






4.1200



6/28/2015















37,500



22,500
(11)






4.1200



6/28/2015















85,537




(1)






4.1200



6/28/2015















10,000




(1)






4.1200



6/28/2015















9,864




(1)






4.1200



6/28/2015















Robert Wong


24,390



61,280
(12)






4.1000



6/5/2015















13,110



1,220
(13)






4.1000



6/5/2015















     (1)
    
    Options were fully vested as of December 31, 2006.(2)
    
    45,980 shares were fully vested on the date of grant, and
    1/12th of the remaining 72,990 shares vest monthly on the
    3rd day of each month commencing June 3, 2006 through
    May 3, 2007.(3)
    
    125,878 shares were fully vested on the date of grant and
    1/6th of 47,204 shares vest monthly on the 10th day of each
    month commencing July 10, 2005 through December 10,
    2005; 1/12th of 79,818 shares vest monthly on the 10th day
    of each month commencing January 10, 2006 through
    December 10, 2006; 1/12th of 78,650 shares vest
    monthly on the 10th day of each month commencing
    January 10, 2007 through December 10, 2007.(4)
    
    14,020 shares were fully vested on the date of grant, and
    1/12th of the remaining 7,010 shares vest monthly on the
    3rd day of each month commencing June 3, 2006 through
    May 3, 2007.(5)
    
    7,455 shares were fully vested on the date of grant, and
    1/6th of 2,796 shares vested monthly on the 10th day of
    each month commencing July 10, 2005 through
    December 10, 2005; 1/12th of 20,182 shares vested
    monthly on the 10th day of each month commencing
    January 10, 2006 through December 10, 2006; 1/12th of
    21,350 shares vest monthly on the 10th day of each month
    commencing January 10, 2007 through December 10, 2007;
    1/12 of 16,667 shares vest monthly on the 10th day of each
    month commencing January 10, 2008 through February 10,
    2008.(6)
    
    6,103 shares were fully vested on July 8, 2004; 1/48th
    of the 24,410 shares vest monthly on the 8th day of each
    month commencing on August 8, 2004 through July 8,
    2007.(7)
    
    93,897 shares were fully vested on July 8, 2004;
    1/48th of 375,590 shares vest monthly on the 8th day of
    each month commencing on August 8, 2004 through
    July 8, 2007.(8)
    
    1/48th of the 40,000 shares vest monthly on the 23rd day of
    each month commencing on June 23, 2004 through May 23,
    2008. 12




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##### Table of Contents



(9)
    
    1/12th of 20,000 shares were fully vested on the date of
    grant; 1/12th of 20,000 shares vested monthly on the 3rd
    day of each month commencing July 3, 2005 through
    May 3, 2006; 1/12th of 10,000 shares vest monthly on
    the 3rd day of each month commencing June 3, 2006 through
    May 3, 2007.(10)
    
    1/12th of 5,000 shares vested monthly on the 3rd day of
    each month commencing July 3, 2005 through June 3,
    2006; 1/12th of 15,000 shares vest monthly on the 3rd day
    of each month commencing on July 3, 2006 through
    June 3, 2007; 1/12th of 10,000 shares shall vest
    monthly on the 3rd day of each month commencing July 3,
    2007 through June 3, 2008.(11)
    
    Chorng-Yeong Chus options ceased vesting on
    December 31, 2006, and all vested option shares expired on
    March 31, 2007, 90 days after his termination.(12)
    
    16,260 shares were fully vested on June 6, 2006;
    1,355 shares vested monthly on the 6th day of each month
    commencing on July 6, 2006 through December 6, 2006;
    2,032 shares vest on the 6th day of each month commencing
    on January 6, 2007 through December 6, 2008;
    2,083 shares shall vest monthly on the 6th day of each
    month commencing January 6, 2008 through June 6, 2009.(13)
    
    8,740 shares were fully vested on June 6, 2006;
    728 shares vested on the 6th day of each month commencing
    on July 6, 2006 through December 6, 2006;
    51 shares vest on the 6th day of each month commencing on
    January 6, 2007 through December 6, 2008.  Employment
    Contracts, Termination of Employment and
    Change-In-Control
    Arrangements
        Compensation
    of Directors
    13




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Quarterly Retainer

$
5,000Scheduled Meeting Fee*

$
2,000Special Meeting Fee**

$
500Additional Quarterly Committee
    Retainer:Audit Committee Chair

$
4,000Audit Committee Member

$
2,000Other Committee Chair

$
1,000Other Committee Member

$
500     *
    
    $1,000 for each scheduled meeting attended via conference call.**
    
    For each special meeting, attended in person or via conference
    call, where board actions are required.      DIRECTOR
    COMPENSATION
  Change in pensionvalue andNon-equity


nonqualifiedFees earned or


Stock


Option


incentive plan


deferredpaid in cash


awards


awards


compensation


compensation


All otherName(1)

($)


($)


($)(2)(3)


($)


earnings


compensation ($)


Total ($)Gary L. Fischer

$
45,500






$
59,846














$
105,346David S. Lee


42,000







33,193















75,193Peter T. Mok


43,500







33,288















76,788Alfred J. Stein

$
39,000







42,669















81,669     (1)
    
    Fred S. L. Chan and Robert L. Blair, directors of the Company,
    are not listed on this table because they are also named
    executive officers and receive no compensation for serving on
    our Board; Bruce J. Alexander, director of the Company, is not
    listed in this table because he was elected to the Board in
    February 2007. David S. Lee 14




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##### Table of Contents



previously served as a director of the Company until he chose
    not to stand for re-election to the Board at the 2006 annual
    shareholders meeting.(2)
    
    The following are the grant date fair values, pursuant to
    SFAS 123R, of the stock awards issued to each of our
    non-employee directors in 2006 fiscal year: Gary L. Fisher:
    $9,768; David S. Lee: $0; Peter T. Mok: $7,326; and Alfred J.
    Stein: $7,326.(3)
    
    The following are the aggregate number of option awards
    outstanding for each of our non-employee directors as of
    December 31, 2006, the last day of the 2006 fiscal year:,
    Gary L. Fischer: 71,251; David S. Lee: 100,417; Peter T.
    Mok: 64,167; and Alfred J. Stein: 75,417. David S.
    Lees options expired on March 18, 2007, 90 days
    after this termination.  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  Regulation S-K.
  COMPENSATION
    COMMITTEE REPORT
  Regulation S-K Form 10-K/A Form 10-K/A Form 10-K 1
       Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters      1
 15




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##### Table of Contents



Shares BeneficiallyOwned(1)

Options% of

Exercisable onNumber of

Common

or BeforeName and Address

Shares

Stock

May 29, 2007(1)Fred S.L. Chan, Chairman(2)


4,413,677



12.1%



885,000Annie M.H. Chan(2)


4,413,677



12.1%



Dimensional Fund Advisors,
    Inc.(3)


2,006,461



5.7%



1299 Ocean Ave.
    Santa Monica, CA 90401Renaissance Technologies Corp.(4)


2,168,000



6.1%



800 Third Ave., 33rd floor
    New York, NY 10022Robert L. Blair, Director,
    President and CEO


955,334



2.6%



931,610James B. Boyd, CFO, Senior Vice
    President and Assistant Secretary


209,638



0.6%



206,250Bruce J. Alexander, Director


1,250



*



1,250c/o ESS Technology, Inc.
    48401 Fremont Blvd.
    Fremont, CA 94538Gary L. Fischer, Director


58,752



*



58,752c/o eRide, Inc.
    3450 California St.
    San Francisco, CA 94118Peter T. Mok, Director


58,334



*



58,334c/o KLM Capital Management,
    Inc.
    10 Almaden Blvd., Suite 988
    San Jose, CA 95113Alfred Stein, Director


69,584



*



69,584c/o ESS Technology, Inc.
    48401 Fremont Blvd.
    Fremont, CA 94538All executive officers and
    directors as a group(5)


5,766,569



15.3%



2,210,780     *
    
    Less than one percent of the outstanding shares of the
    Companys common stock.(1)
    
    Unless otherwise indicated below, the persons and entities named
    in the table have sole voting and sole investment power with
    respect to all shares shown as beneficially owned, subject to
    community property laws where applicable and except as indicated
    in the other footnotes to this table. As of March 31, 2007,
    35,510,559 shares of the Companys common stock were
    issued and outstanding. Shares of common stock subject to
    options that are currently exercisable or exercisable within
    60 days after March 31, 2007 are deemed to be
    outstanding and to be beneficially owned by the person holding
    such options for the purpose of computing the percentage
    ownership of such person but are not treated as outstanding for
    the purpose of computing the percentage ownership of any other
    person.(2)
    
    Fred S. L. Chan and Annie M. H. Chan are husband and wife (the
    Chans). This amount includes 3,248,677 shares
    held by the Annie M.H. Chan Living Trust for the benefit of
    Annie M. H. Chan. This amount also includes 280,000 shares
    held by a trust for the benefit of Michael Y.J. Chan, a minor
    child who resides with the Chans. This amount does not include
    shares held in separate trusts for the benefit of Edward Y.C.
    Chan and David Y.W. Chan who are adult children of the Chans and
    do not reside with the Chans.(3)
    
    The Schedule 13G statement filed on April 19, 2007 by
    Dimensional Fund Advisors, Inc. indicates that Dimensional is an
    Investment Adviser registered under Section 203 of the
    Investment Advisers Act of 1940 and is the beneficial owner of
    2,006,461 shares of the Companys common stock.. 16




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(4)
    
    The Schedule 13G statement filed by Renaissance
    Technologies Corp. on February 9, 2007 indicates that
    Renaissance is an Investment Adviser registered under
    Section 203 of the Investment Advisers Act of 1940 and is
    the beneficial owner of 2,168,000 shares of the
    Companys common stock.(5)
    
    Includes 280,000 shares held by an entity affiliated with a
    certain director as described in Note (2).    Equity
    Compensation Plan Information(1)
  Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of Securities


Weighted-Average


Compensation Plansto be Issued Upon


Exercise Price of


(ExcludingExercise of Outstanding


Outstanding Options,


SecuritiesOptions, Warrants


Warrants and


Reflected inPlan Category

and Rights(a)


Rights(b)


Column(a))(c)Equity compensation plans approved
    by security holders


6,030,572


$
5.57



4,925,492
(2)Equity compensation plans not
    approved by security holders


1,256,422


$
4.57



729,248Total


7,286,994


$
5.40



5,654,740     (1)
    
    Includes only options outstanding under ESS stock option
    plans, as no stock warrants or rights were outstanding as of
    December 31, 2006.(2)
    
    Includes 169,257 shares of common stock reserved for future
    issuance under the ESS Technology, Inc. 1995 Employee Stock
    Purchase Plan.  Form 10-K
 Item 13.  Certain
    Relationships and Related Transactions       17




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Item 14.  Principal
    Accountant Fees and Services  Fees Paid
    to PricewaterhouseCoopers LLP
    Fiscal Year


Fiscal Year2006


2005Audit Fees

$
1,100,200


$
1,027,500Tax Fees:Tax compliance/preparation


309,094



302,945Other tax services


163,795



264,090Total Tax Fees


472,889



567,035All Other Fees


2,320



2,320Total

$
1,575,409


$
1,596,855   Audit
    Fees
  Form 10-Q
  Tax
    Fees
    All
    Other Fees
     PART IV Item 15.  Exhibits
    and Financial Statement Schedules  Exhibits
  Form 10-K.
 18




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SIGNATURES  Form 10-K/A
     By:
    /s/  ROBERT
    L. BLAIR   President and Chief Executive Officer
   19




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INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit Title31
.1

Certification of Chief Executive
    Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2

Certification of Chief Financial
    Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.  20