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|SECURITIES
        AND EXCHANGE COMMISSION
|------------------------------------------

|Washington,
        D.C. 20549
|------------------------------

Form
  20-F/A(Amendment No. 1)

|o
        REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
        OF THE SECURITIES EXCHANGE ACT OF 1934
|----------------------------------------------------------------------------------------------------------------

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

For the fiscal
  year ended December 31, 2006

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

COMMISSION
  FILE NUMBER: 000-30078

WAVECOM
  S.A.(Exact name of Registrant as specified in its charter)

|Not
        applicable                                  | Republic
        of France                              | 
|------------------------------------------------------- | ------------------------------------------------------- | 
|(Translation
        of Registrants name into English) | (Jurisdiction
        of incorporation or organization) | 

3, esplanade
  du Foncet
  92442 Issy-les-Moulineaux Cedex - France
  Tel. 011 33 1 46 29 08 00

|Securities
        registered or to be registered pursuant to Section 12(b) of the Act: See
        below
|---------------------------------------------------------------------------------------------------------

|Title
        of each class:                                                                                                                                         | Name
        of each exchange on which registered: | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | 
|Shares,
        nominal value 1.00 each*
        American Depositary Shares, evidenced by
        American Depositary Receipts, each
        representing one Share | NASDAQ Global Market                               | 

|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:

|Ordinary
        Shares, nominal value 1.00 per share: 15,554,153
|------------------------------------------------------------------

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

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
  o No ý

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
  ý
  No o

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 o Accelerated filer: ý Non-accelerated filer: o

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 o No ý

Indicate
  by check mark which financial statement item the registrant has elected to follow:

Item 17 o
  Item 18 ý

|* | Listed not for trading
      or quotation purposes but only in connection with the registration of the
      American Depositary Shares pursuant to the requirements of the Securities
      and Exchange Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Table
  of Contents

|                       |  | Page
|---------------------- |  | ----
|Explanatory
      Note |  | 3   
|Exhibit
      4.11     |  |     

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Explanatory
  Note

This Amendment No. 1 on
  Form 20-F/A to our Annual Report on Form 20-F for the fiscal year ended December
  31, 2006 (Amendment No. 1), filed on April 11, 2007 (the 20-F),
  is being filed solely for the purpose of amending Item 19, Exhibits, to refile
  Exhibit 4.11 in final redacted form. This Exhibit 4.11 supersedes and replaces
  the corresponding exhibit originally filed with the 20-F. Amendment No. 1 speaks
  as of the filing date of our annual report on Form 20-F for the fiscal year
  ended December 31, 2006, filed on April 11, 2007. Other than for the purpose
  of amending Item 19 to refile Exhibit 4.11 therewith, this Amendment No. 1 does
  not, and does not purport to, amend, update or restate the information in any
  other item of the 20-F filed on April 11, 2007.

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Item 19:
  Exhibits

|Exhibit
      Index
|-------------------

|1.1*    | Memorandum
      and articles of association (incorporated by reference of Exhibit - to the
      Registrants Registration Statement on Form F1, File No. 333-11764).                                                                                                                                            
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2*    | Statuts
      (By-Laws) of the Registrant, updated as of February 7, 2006 (English Translation).                                                                                                                                                                                                                  
|2.1*    | Form
      of Deposit Agreement among the Registrant, The Bank of New York, as Depositary,
      and the Holders of American Depositary Shares issued hereunder (incorporated
      by reference to Exhibit 4.1 to the Registrants Registration Statement
      on Form F1, File No. 333-10372).                 
|2.2*    | Form of
      American Depositary Receipt (incorporated by reference to Exhibit 4.2 to
      the Registrants Registration Statement on Form F1, File No. 333-10372).                                                                                                                                             
|4.1**   | GSM Essential
      Properties Cross License Agreement, dated January 6, 1999, between the Registrant
      and Motorola, Inc. (incorporated by reference to Exhibit 10.3 to the Registrants
      Registration Statement on Form F1, File No. 333-10372).                                                       
|4.2**   | Contract
      for Manufacturing and Related Services, dated June 17, 1999 between Wavecom
      S.A. and Solectron-France S.A. (incorporated by reference to Exhibit 10.3
      to the Registrants Annual Report on Form 20F, filed with the Commission
      on May 24, 2000).                                 
|4.3**   | GSM/DCS
      1800/1900 Patent License Agreement between Wavecom S.A. and Koninklijke
      Philips Electronics N.V., dated October 9, 2001 (incorporated by reference
      to Exhibit 4.6 to the Registrants Annual Report on Form 20F, filed
      with the Commission on June 28, 2002).                     
|4.4**   | Agreement
      relating to a cross-license of essential GSM patents between Wavecom S.A.
      and Siemens Aktiengesellschaft, effective as of October 31, 2001 (incorporated
      by reference to Exhibit 4.7 to the Registrants Annual Report on Form
      20F, filed with the Commission on June 28, 2002).
|4.5**   | GSM
      patent non assertion agreement with NEC Corporation, effective November
      19, 2002 (incorporated by reference to Exhibit 4.8 to the Registrants
      Annual Report on Form 20F, filed with the Commission on May 21, 2003).                                                                       
|4.6**   | Patent
      License Agreement with Thomson Licensing S.A. and Alcatel S.A., effective
      January 1, 2003 (incorporated by reference to Exhibit 4.9 to the Registrants
      Annual Report on Form 20F, filed with the Commission on May 21, 2003).                                                           
|4.7**   | Agreement
      relating to a cross-license of essential GSM patents between Wavecom S.A.
      and Nokia Corporation, effective as of December 31, 2003. (incorporated
      by reference to Exhibit 4.8 to the Registrants Annual Report on Form
      20-F, filed with the Commission on April 16, 2003).     
|4.8**   | GSM patent
      non-assertion agreement with Mitsubishi Electronics Corporation, effective
      June 30, 2004.                                                                                                                                                                                                  
|4.9**   | Global
      patent cross-license agreement for GSM, GPRS and EDGE with Telefonaktiebolaget
      LM Ericsson effective July 1, 2004.                                                                                                                                                                             
|4.10*** | Preliminary
      Agreement with Solectron Corporation effective August 16, 2005.                                                                                                                                                                                                                                 
|4.11+   | Asset Purchase
      Agreement dated as of March 17, 2006 between Sony Ericsson Mobile Communications
      A.B. and Wavecom S.A.                                                                                                                                                                                 
|8*      | List of
      subsidiaries of the Registrant                                                                                                                                                                                                                                                                      
|10*     | Consent
      of Ernst & Young Audit.                                                                                                                                                                                                                                                                             
|12.1*   | Certification
      of the Chief Executive Officer.                                                                                                                                                                                                                                                               
|12.2*   | Certification
      of Chief Financial Officer.                                                                                                                                                                                                                                                                   
|13.1*   | Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                            
|13.2*   | Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                   

|* | Previously filed.
|- | -----------------

|** | Previously Filed.
      The Registrant has received confidential treatment of portions of this agreement.
|-- | ---------------------------------------------------------------------------------------------------------

|*** | Previously Filed.
      The Registrant had requested confidential treatment of portions of this
      agreement, which request was granted on October 2, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | The Registrant has
      requested confidential treatment of portions of this agreement, which portions
      have been filed separately with the Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURE

Wavecom S.A. hereby confirms
  that it meets all of the requirements for filing on Form 20-F/A and that it
  has duly caused and authorized the undersigned to sign this Amendment No. 1
  on its behalf.

|                                                 | WAVECOM
        S.A.                                                                      | 
|------------------------------------------------ | ----------------------------------------------------------------------------------------- | 
|                                                 | WAVECOM
        S.A.                                                                     
|Date:
      September 9, 2008
      WAVECOM S.A. | By:
        /s/ CHANTAL BOURGEAT
        Chantal Bourgeat
        Chief Financial Officer

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