# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 20-F/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2005

Commission File Number 1-14742

_________________

# JINPAN INTERNATIONAL LIMITED

(Exact Name of
Registrant as Specified in its Charter and Translation of Registrant's Name into English)

British Virgin Islands
(Jurisdiction of incorporation or organization)

# c/o Hainan Jinpan
Electric Company, Ltd

Section D-2
No. 100 Nanhai Avenue
Jinpan Development Area
Haikou, Hainan PRC
(Address of principal executive offices)

_________________

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

Common Stock, $0.018 par value
(Title of Class)

American Stock Exchange
(Name of each exchange on which registered)

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: 6,708,946 shares

Indicate by check mark is
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes      No

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



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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      No

_________________

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

Large accelerated filer 
         Accelerated filer         Non-accelerated filer

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

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EXPLANATORY NOTE

We,
Jinpan International Limited, are filing this Amendment No. 2 on Form 20-F/A to amend our
Annual Report on Form 20-F for the fiscal year ended December 31, 2005, as filed with the
Securities and Exchange Commission (the "SEC") on July 10, 2006 and amended of Form 20-F/A filed
with the SEC on January 10, 2007. The purpose of this Amendment No. 2 is to correct a typopgraphical
error on the Report of the Independent Registered Public Accounting Firm, signed by Ernst & Young,
as filed. This Amendment No. 2 does not otherwise update information in the
Original 20-F to reflect facts or events occurring subsequent to the date the Original
20-F was filed.



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# Report of Independent
Registered Public Accounting Firm

The Board of Directors
and Shareholders ofJinpan International Limited

We have audited the accompanying consolidated
balance sheet of Jinpan International Limited and subsidiaries as of December 31, 2004
and the related consolidated statements of income, shareholders equity, and cash
flows for each of the two years in the period ended December 31, 2004. These financial
statements are the responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Companys internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the consolidated
financial position of Jinpan International Limited and subsidiaries at December 31, 2004,
and the consolidated results of their operations and their cash flows for each of the two
years in the period ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles.

/s/ Ernst & Young

Hong Kong
June 30, 2005



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# SIGNATURES

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

| | JINPAN INTERNATIONAL LIMITED
By: /s/ Jing Yuquing
        Name: Jing Yuquing
        Title:   Secretary
| | -------------------------------------------------------------------------------------------------------

January 17, 2007