##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30,
    2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934   Commission File Number:
    000-20562
  COREL CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Canada
 (State or other jurisdiction of
    incorporation of organization)
  98-0407194
 (I.R.S. Employer Identification No.)
     (Address of principal executive
    offices, including zip code)
   (Registrants telephone
    number, including area code)
  Securities registered pursuant
    to
    Section 12(b) of the Act:Common Shares, no par
    value
    (together with associated rights to
    purchase additional Common Shares)(Title of class)

Name of exchange on which
    registered:The Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Form 10-K/A Form 10-K
  Form 10-K
  DISCLOSURE
    PURSUANT TO THE REQUIREMENTS OF NASDAQ
  1 3




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##### 



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Year Ended November 30, 2006Corel CorporationNasdaq [US$]



TSX [C$]High


Low



High


LowQ2

$
16.15


$
13.19



$
16.15


$
13.96Q3

$
12.90


$
9.40



$
14.09


$
10.62Q4

$
14.15


$
11.10



$
15.92


$
12.71     RECORD
    HOLDERS
    DIVIDEND
    POLICY
      MATERIAL
    UNITED STATES FEDERAL AND CANADIAN INCOME TAX
    CONSEQUENCES
  General
    Material
    U.S. Federal Income Tax Consequences
   3




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mark-to-market
        Taxation
    of Dividends
    Canada-United
  Taxation
    of Dispositions
   4




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mark-to-market
    Information
    Reporting and Backup Withholding
    
    dividend payments or other taxable distributions made to you
    within the United States; and
    the payment of proceeds to you from the sale of common shares
    effected at a United States office of a broker,      
    fail to provide an accurate taxpayer identification number;
    are notified by the Internal Revenue Service (IRS)
    that you have failed to report all interest and dividends
    required to be shown on your United States federal income tax
    returns; or
    in certain circumstances, fail to comply with other applicable
    requirements of the backup withholding rules.     5




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Material
    Canadian Income Tax Consequences
    Canada-United
  Taxation
    Of Dividends
    Taxation
    Of Gain On Disposition
     6




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RECENT
    SALES OF UNREGISTERED SECURITIES
        PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS
    Regulation S-K Share Option and
    Other Compensation Plans
  DISCLOSURE
    PURSUANT TO THE REQUIREMENTS OF NASDAQ
  1 3
 7




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PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Exhibits:
  ExhibitNumber

Exhibit31
.1*

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    or 15d-14 of
    the Securities Exchange Act of 193431
.2*

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    or 15d-14 of
    the Securities Exchange Act of 1934     *
    
    Filed herewith. 8




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SIGNATURES
      By:
    /s/  DAVID
    DOBSON       SIGNATURE

TITLES/s/  DAVID
    DOBSONDavid
    Dobson

Chief Executive Officer and
    Director (principal executive officer)/s/  DOUGLAS
    MCCOLLAMDouglas
    McCollam

Chief Financial Officer and
    Director (principal financial and accounting officer)/s/  STEVEN
    COHENSteven
    Cohen

Director/s/  J.
    IAN GIFFENJ.
    Ian Giffen

Director/s/  AMISH
    MEHTAAmish
    Mehta

Director (authorized
    representative in the United States)/s/  ALEXANDER
    SLUSKYAlexander
    Slusky

Director  9




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##### 



EXHIBIT
    INDEX
  ExhibitNumber

Exhibit31
.1*

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)
    or 15d-14 of
    the Securities Exchange Act of 193431
.2*

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)
    or 15d-14 of
    the Securities Exchange Act of 1934     *
    
    Filed herewith. 10