**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**








**FORM
      10-K/A**


**AMENDMENT
      No. 1**








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




**For
      the year ended December 31, 2006**





**OR**




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




**Commission
      file number: 000-50730**




________________________





**VIEWSONIC
      CORPORATION**


(Exact
      Name of Registrant as Specified in Its Charter)




**Delaware**
              95-4120606(State
                  or Other Jurisdiction of Incorporation or Organization)
              (I.R.S.
                  Employer Identification No.)





**381
      Brea Canyon Road**


**Walnut,
      California 91789**


**(909)
      444-8800**


(Address
      of principal executive offices, including zip code and telephone number,
      including area code)








**Securities
      Registered Pursuant to Section 12(b) of the Act:**


None





**Securities
      Registered Pursuant to Section 12(g) of the Act:**


Options
      to purchase common stock, $0.01 par value per share





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  Yes ̈ 
Noý





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 ̈ 
Noý





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 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.  Yesý  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 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 ý




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
      filerý Non-accelerated
      filer





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes  ̈  No ý





The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant as of June 30, 2006 was approximately $19.0 million (based on the
      price per share of $0.45, as determined by the Board of Directors on April
      6, 2006). Common stock held by each current executive officer and director
      and
      by each person who are known by the registrant to own 5% or more of the
      outstanding common stock have been excluded from this computation in that such
      persons may be deemed to be affiliates of the registrant. Share ownership
      information of certain persons known by the registrant to own greater than
      5% of
      the outstanding common stock for purposes of the preceding calculation is based
      solely on information on the registrant's records and is as of June 30, 2006.
      This determination of affiliate status is not a conclusive determination for
      other purposes.




The
      number of shares of common stock outstanding was 354,594,666 shares and the
      number of shares of Series C preferred stock outstanding was 3,300,000 shares,
      each as of March 31, 2007.













**EXPLANATORY
      NOTE:** This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends
      Part IV, the Registrant’s Annual Report on Form 10-K, as filed by the
      Registrant on March 16, 2007 (the “Original Filing”), and is being filed solely
      to replace Part III, Item 10 through Item 14 and to update Item
      15.  Except as otherwise stated herein, no other information contained
      in the Original Filing has been updated by this Amendment No. 1.  All
      of the information in this Amendment No. 1 does not modify or update disclosures
      in the Original Filing (including the exhibits to the Original Filing, except
      for Exhibit 10. 22 and the updated Exhibits 31.1 and 31.2) other than as set
      forth herein.





This
      Amendment No. 1 should be read in conjunction with our periodic filings made
      with the Securities and Exchange Commission, or the SEC, subsequent to the
      date
      of the Original Filing, including any amendments to those filings, as well
      as
      any Current Reports filed on Form 8-K subsequent to the date of the
      Original Filing. In addition, in accordance with applicable rules and
      regulations promulgated by the SEC, this Form 10-K/A includes updated
      certifications from our Chief Executive Officer and Chief Financial
      Officer as Exhibits 31.1 and 31.2.










**VIEWSONIC
      CORPORATION**


**ANNUAL
      REPORT ON FORM 10-K/A**


**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2006**


**Amendment
      No. 1**




**TABLE
      OF CONTENTS**




PART
                      IIIItem
                      10.
                  
                  Directors,
                      Executive Officers and Corporate
                      Governance
                  2Item
                      11.
                  
                  Executive
                      Compensation
                  4Item
                      12.
                  
                  Security
                      Ownership of Certain Beneficial Owners and
                      Management and Related Stockholder Matters
                  18Item
                      13.
                  
                  Certain
                      Relationships and Related Transactions, and
                      Director Independence
                  19Item
                      14.
                  
                  Principal
                      Accountant Fees and Services
                  21PART
                    IVItem
                      15.
                  
                  Exhibits
                      and Financial Statement
                      Schedules
                  22Signatures
                  
                  
                  23Exhibit
                      Index
                  
                  
                  24








*Table
            of Contents*





**FORWARD-LOOKING
      STATEMENTS**





This
      Amendment No. 1 contains forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933 and Section 21E of the Securities
      Exchange Act of 1934, or the Exchange Act, which are subject to the “safe
      harbor” created by those sections. These forward-looking statements include but
      are not limited to: statements related to industry trends and future growth
      in
      the markets for visual display technology products; our product development
      efforts; the timing of our introduction of new products; industry and consumer
      acceptance of our products; our ability to penetrate new markets; and future
      profitability. Discussions containing these forward-looking statements may
      be
      found in “Risk Factors,” “Business,” “Management's Discussion and Analysis of
      Financial Condition and Results of Operations” and elsewhere in the Annual
      Report on Form 10-K, as amended.  These forward-looking statements
      involve risks and uncertainties that could cause our actual results to differ
      materially from those in the forward-looking statements. We undertake no
      obligation to publicly release any revisions to the forward-looking statements
      or reflect events or circumstances after the date of the Annual Report. The
      "Risk Factors” section, among other things, should be considered in evaluating
      our prospects and future financial performance.




1
 *Table
            of Contents*





**PART
      III**





**ITEM10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**





**Executive
      Officers and Directors**




The
      following table sets forth as of April 20, 2007 the name, age and position
      of
      each person who serves as a ViewSonic executive officer and
      director:





**Name****Executive
                    Officers:**
                **Age**
                **Position**James
                      Chu
                49
                Chairman
                      of the Board and Chief Executive OfficerJames
                      A. Morlan
                59
                Chief
                      Financial OfficerRobert
                      J. Ranucci
                42
                Vice
                      President, General Counsel and SecretaryMatthew
                      W. Milne
                39
                President,
                      ViewSonic AmericasH.C.
                      Ho
                54
                President,
                      Global Products and SolutionsJan
                      Jensen
                44
                President
                      and Managing Director, ViewSonic Europe**Directors:**Matthew
                      E. Massengill
                46
                DirectorWilliam
                      J. Miller
                61
                DirectorBruce
                      L. Stein
                52
                DirectorLuc
                      H. Vanhal
                47
                Director





*James
      Chu* founded ViewSonic and has served as our Chairman of the Board and
      Chief Executive Officer since our inception in 1987. From September 1986 to
      June 1987, Mr. Chu served as President of U.S. Operations of Behavior
      Tech Computer Corporation, a keyboard manufacturer.





*James
      A. Morlan* has served as our Chief Financial Officer since June 2000.
      From January 1997 to June 2000, Mr. Morlan served as Vice
      President of Finance of Golden Valley Foods, an operating company of ConAgra
      Foods, Inc., a packaged food company. Mr. Morlan holds a B.S. in
      Electrical Engineering from the University of Iowa.





*Robert
      J. Ranucci* has served as our Vice President, General Counsel and Secretary
      since July 2003. From June 2000 to June 2003, Mr. Ranucci
      served as our General Counsel and Secretary. Mr. Ranucci holds a B.A in
      Economics from Claremont McKenna College, and an M.A. in Economics and a J.D.
      from the University of Southern California.





*Matthew
      W. Milne* has served as our President of ViewSonic Americas since
      February 2005. From September 2004 to February 2005, Mr. Milne served as our
      Senior Vice President of Business Development and Strategy. From December 2002
      to June 2004, Mr. Milne served as Senior Vice President and General Manager
      of
      Gateway Inc.'s Consumer Solutions Group. From March 2000 to December 2002,
      Mr.
      Milne was President of Cameo Technologies, Inc., a spin-off company from Western
      Digital Corporation. From June 1992 to March 2000, Mr. Milne held various
      senior-level positions at Western Digital Corporation. Mr. Milne holds a B.A.
      in
      Finance from California State University, Fullerton and an M.B.A. from
      California Polytechnic State University, Pomona.





*Heng-Chun
      (“HC”) Ho*has served as our President, Global Products and Solutions
      since**November 2006.  Mr. Ho served as our President,
      Global Products Group from February 2005 to November 2006. From November of
      2001 to October of 2004, Mr. Ho served as President and Chief Executive
      Officer of Sampo Corporation and Sampo Group, a consumer electronics and
      appliance manufacturer. From November of 1999 to November of 2001,
      Mr. Ho served as Vice Chairman and Chief Executive Officer of Sampo
      Technology Corporation. From July of 1993 to October of 1999, Mr. Ho
      served as Senior Vice President and General Manager of Primax Electronics
      Corporation. From June of 1991 to July of 1993, Mr. Ho served as Plant
      Manager at Qume ITT at Hsinchu Science Based Industrial Park. Mr. Ho holds
      a
      B.S. in Physics from Cultural University in Taipei.





*Jan
      Jensen*has served as our President & Managing Director of ViewSonic
      Europe since October 2004. From February 2003 to October 2004, Mr. Jensen served
      as Vice President Worldwide Sales Channels for Proxim Corporation, a
      networking equipment company. From October 2001 to January 2003, Mr. Jensen
      served as Deputy Chief Operating Officer for Metro International, a global
      media
      company. From June 1999 to September 2001, Mr. Jensen served as Vice President
      Business to Business for Gateway, Inc., in Europe, the Middle
      East and Africa. From August 1996 to May 1999, Mr. Jensen was Director of
      International Channel Management at Siemens Computer Systems Worldwide
      Headquarters, a German company.  Mr. Jensen has an M.S. from Aarhus School
      of Business Administration.





2
 *Table
            of Contents*





*Matthew
      E. Massengill* has served as a member of our Board of Directors since
      December 2003. He has been a member of the Board of Directors of Western
      Digital Corporation, a company that designs, develops, manufactures and sells
      hard disk drives, since November 2001; and Chairman of the Board of Directors
      from November 2001 to March, 2007. Mr. Massengill was Chief Executive Officer
      of
      Western Digital from January 2000 to October 2005; and President from January
      2000 to December 2003. He previously served for more than five years in various
      executive capacities within Western Digital. He serves as a director of
      Microsemi Corporation, a semiconductor manufacturer specializing in
      system-engineered integrated circuits and high reliability discrete devices.
      Mr.
      Massengill holds a B.S. in Engineering from Purdue University





*William
      J. Miller* has served as a member of our Board of Directors since
      December 2003. Mr. Miller has acted as an independent director to
      several technology companies since October 1999. From April 1996 to
      October 1999, Mr. Miller was Chairman of the Board of Directors and
      Chief Executive Officer of Avid Technology, Inc., a provider of digital
      tools for multimedia. Mr. Miller also served as President of Avid
      Technology from September 1996 through October 1999. Mr. Miller
      serves as a director of NVIDIA Corporation, a visual computing technology
      company, Waters Corporation, a scientific instrument manufacturing company,
      Digimarc Corporation, a developer and provider of secure identification products
      and digital watermarking technology, Overland Storage, Inc., a provider of
      secure storage solutions, and Glu Mobile, Inc., a publisher of mobile
      games.  Mr. Miller holds a B.A. and a J.D. from the University of
      Minnesota.





*Bruce
      L. Stein* has served as a member of our Board of Directors since
      June 2003. Since April 2003, Mr. Stein has served as the Co-Chief Executive
      Officer of The Hatchery LLC, which creates and develops family and kids oriented
      consumer products and entertainment. From September 2001 to April 2003,
      Mr. Stein served as a consultant and director of Avalon Digital Systems,
      Inc. From October 1999 to September 2001, Mr. Stein served as Chief
      Executive Officer and a director for Radical Communications, Inc., a
      messaging solution provider, which was acquired by Avalon Digital Systems,
      Inc.
      Mr. Stein served in various positions at Mattel, Inc., a manufacturer
      of toy products, from August 1996 to March 1999, including President,
      Mattel Worldwide, Chief Operating Officer and as a director. From
      August 1995 to August 1996, Mr. Stein was Chief Executive Officer
      of Sony Interactive Entertainment Inc., a subsidiary of Sony Computer
      Entertainment America Inc. At various times between January 1995 and
      June 1998, Mr. Stein was a consultant to DreamWorks SKG, a motion
      picture company, Warner Bros. Entertainment, an entertainment company, and
      Mandalay Entertainment, a film production company. From January 1987 through
      1994, Mr. Stein served as President of Kenner Products, Inc. Mr. Stein
      holds a B.A. from Pitzer College in Claremont and an M.B.A. from the University
      of Chicago.





*Luc
      H. Vanhal* has served as a member of our Board of Directors since
      June 2003. Since July 2005, Mr. Vanhal has served as Chief Financial
      Officer of Guthy-Renker, a worldwide leader in direct marketing. From August
      2004 to July 2005, Mr. Vanhal served in a similar capacity at Belkin
      Corporation, a connectivity provider. From January 2001 to April 2004,
      Mr. Vanhal served as President and Chief Operating Officer of Vivendi
      Universal Games, Inc., a global developer, publisher and distributor of
      multi-platform interactive entertainment. From February 1999 to January 2001,
      Mr. Vanhal served as Chief Financial Officer of Vivendi Universal Games, Inc.
      From June 1990 to February 1999, Mr. Vanhal held several
      positions at The Walt Disney Company, including Chief Financial Officer for
      the
      Worldwide Consumer Products Division from 1997 to 1999. Mr. Vanhal holds a
      B.A. and an M.B.A. from the University of Leuven, Belgium.





There
      are
      no family relationships among any ViewSonic executive officers or
      directors.





**Identification
      of Audit Committee and Financial Expert**





We
      maintain an Audit Committee consisting of directors Messrs. Massengill,
      Miller, Stein and Vanhal. Mr. Vanhal serves as the Audit Committee Chairperson.
      Our Board has affirmatively determined that all members of our Audit Committee
      are independent (as independence is currently defined in Rule 4350(d)(2)(A)(i)
      and (ii) of the NASDAQ listing standards and under applicable SEC rules and
      regulations). SEC regulations require us to disclose whether our Board of
      Directors has determined that a director qualifying as a "financial expert"
      serves on our Audit Committee. Our Board of Directors has determined that Mr.
      Miller qualifies as a "financial expert" within the meaning of such
      regulations.





**Board
      of Directors Nomination Procedures**





Stockholders
      who wish to communicate with the Board may do so by sending written
      communications addressed to the Secretary of ViewSonic Corporation at 381 Brea
      Canyon Road, Walnut, CA 91789. All communications will be compiled by our
      Secretary and submitted to the Board or the individual directors on a periodic
      basis.





3
 *Table
            of Contents*





**Section 16(a)
      Beneficial Ownership Reporting Compliance**





Section 16(a)
      of the Exchange Act requires our directors, executive officers and greater
      than
      ten percent beneficial owners of our stock to file reports of ownership and
      changes in ownership with the SEC. Directors, executive officers and greater
      than ten percent stockholders are required by SEC regulations to furnish
      ViewSonic with copies of all Section 16(a) reports they file.





To
      our
      knowledge, based solely on a review of the copies of such reports furnished
      to
      us and written representations that no other reports were required, during
      the
      year ended December 31, 2006, all Section 16(a) filing requirements applicable
      to our executive officers, directors and greater than ten percent beneficial
      owners were complied with.





**Code
      of Ethics**





We
      have
      adopted a Code of Ethics and Business Conduct, or the Code, applicable to all
      of
      our Board members, employees and executive officers, including our Chief
      Executive Officer (Principal Executive Officer) and Chief Financial Officer
      (Principal Financial and Accounting Officer). We have made the Code available
      on
      our website at www.viewsonic.com/companyinfo/governance.htm.




We
      intend
      to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding
      (1) any amendments to the Code, or (2) any waivers under the Code
      relating to our Chief Executive Officer and Chief Financial Officer by posting
      such information on our website at
www.viewsonic.com/companyinfo/governance.htm.





**ITEM
                11.**
            **EXECUTIVE
                COMPENSATION**





**Compensation
        Discussion and Analysis**





Our
        compensation programs are designed to support our business goals and promote
        both our short-term and long-term growth. The Compensation Committee of the
        Board of Directors reviews and determines all components of executive
        compensation, including base salary, semi-annual cash incentive payments,
        equity
        awards, perquisites and other benefit programs. The Compensation Committee
        also
        consults with management regarding non-executive employee compensation
        programs.  Our named executive officers are our chief executive
        officer, chief financial officer, and three other most highly compensated
        executive officers who each earned in excess of $100,000 in total compensation
        in a particular year.


**ViewSonic’s
        Compensation Philosophy**




We
        believe we must maintain a flexible compensation structure to appropriately
        recognize and reward our executive officers and employees worldwide who are
        critical to our success.  Our compensation philosophy reflects the
        following key objectives:





·
              attract
                  and retain talented and experienced executive officers, whose knowledge,
                  skills and performance are critical to our
                  success;





·
              align
                  the interests of our executive officers with our stockholders’
                  interests;





·
              ensure
                  fairness among executive officers by recognizing the contributions
                  each
                  executive officer makes to our success;
                  and





·
              compensate
                  our executive officers to manage our business to meet our short-
                  term and
                  long-term objectives.





Total
        compensation consists of the following:





·
            Base
                salary;




·
              Semi-annual
                  cash incentive payments;





·
            Equity
                awards;




·
            Perquisites;
                and




·
            Benefit
                programs.




To
      date,
      we have not utilized tally sheets in determining aggregate executive
      compensation.




4
 *Table
            of Contents*





**Determining
      Executive Officer Compensation**





The
        Compensation Committee meets in
        executive session to review and determine the compensation of our Chief
        Executive Officer.  For all other executive officers, the Compensation
        Committee meets in executive session with our Chief Executive Officer and
        members of our human resources department to consider and determine various
        elements of executive compensation.





To
        attract and retain executive officers with the ability and the experience
        necessary to lead ViewSonic and deliver performance to our stockholders,
        we
        strive to provide a total compensation package that is competitive with total
        compensation provided by other comparable companies.   In 2004,
        management engaged Watson Wyatt, an external compensation consultant, to
        compile
        a competitive compensation analysis of our executive positions, comparing
        our
        job descriptions to benchmark job descriptions in selected published salary
        surveys.  Jobs were matched based on duties and responsibilities,
        education and experience. Watson Wyatt provided market analysis reports showing
        the estimated market value for each job benchmarked.  In 2006,
        management engaged Compensia, Inc., an external compensation consultant,
        to
        undertake a full executive compensation analysis of our executive
        positions.   Based upon our philosophy of conducting compensation
        analysis every other year, neither the Compensation Committee nor management
        has
        engaged a compensation consultant for 2007.  To date, the Compensation
        Committee has not separately engaged a compensation consultant.  As
        the compensation consultants engaged by management have not otherwise been
        engaged to perform additional services for ViewSonic, we believe that such
        consultants are independent of management.





In
        May
        2004, based upon a recommendation from Watson Wyatt, the Compensation Committee
        approved a set of peer companies for executive pay analysis. In May 2006,
        the
        Compensation Committee reapproved the use of the same list of
        companies.  Characteristics taken into account in determining
        comparable companies included: industry group, geographic location, revenue
        levels, status as a public or private company, market capitalization and
        financial performance.  For 2006, Compensia prepared a peer analysis
        based on data from the following sources:





·
              Compensia’s
                  proprietary High Technology Executive Compensation Survey, limited
                  to
                  companies with revenues between $1 billion and $3
                  billion;





·
              Radford
                  High Technology Executive Compensation Survey, a widely used independent
                  survey based upon a blend of companies with revenues between $200
                  million
                  and $1 billion and companies with revenues over $1
                  billion; and





·
              Peer
                  company public filings, based upon a list of peer companies recommended
                  by
                  Watson Wyatt in 2004.


While
        we
        are mindful of the compensation practices of our competitors, our compensation
        decisions are driven by many factors and do not rely solely upon benchmarking.
        The process for determining executive compensation includes a review of our
        executive compensation programs and practices, and an analysis, for each
        executive, of all elements of compensation.  In determining each
        element of compensation as it relates to each individual executive officer,
        the
        Compensation Committee considers the following individual
        factors:




·
                  the
                        executive officer’s
                        performance;


·
              the
                  scope of the executive officer’s responsibilities;
                  and





·
              the
                  expected contributions of such executive officer to the success
                  of our
                  business.





The
      Compensation Committee compares each compensation component separately and
      in
      total to compensation at the peer group companies. The Compensation Committee
      also compares the compensation of executive officers with the compensation
      of
      other ViewSonic employees for internal pay equity purposes. In the first quarter
      of each year, the Compensation Committee has historically set semi-annual cash
      incentive targets; however, the Compensation Committee has not yet set the
      semi-annual cash incentive targets for 2007.  In the second quarter of
      each year, the Compensation Committee has historically established base
      salaries. Following the end of the second and fourth quarters, the Compensation
      Committee determines the semi-annual incentive cash payments.  As a
      private company, annual stock option grants are not made on any pre-determined
      schedule and are generally granted following the receipt of an independent
      valuation of the fair market value of our common stock.





5
 *Table
            of Contents*





**Components
        of Executive Compensation**





*Base
        Salary*





We
        set base
        salaries at levels we believe enable us to hire and retain individuals in
        a
        competitive environment and to reward performance of individuals against
        company-wide goals.Base
        salaries of
        executive officers are reviewed on an annual basis, as well as at a time
        of
        promotion or other changes in responsibilities.In determining
        the base salary for each of our executive officers the Compensation Committee
        considers the officer’s experience, position within ViewSonic and performance in
        the past year.  The Compensation Committee also reviews independently
        published survey data from Compensia and Radford. The Compensation Committee
        does not apply specific formulas to determine annual increases.  In
        2006, base salaries were approximately 46% of the aggregate annual compensation
        of our named executive officers.





*Semi-Annual
        Cash Incentive Payments*





We
        believe that our cash incentive payment plans reward our executive officers
        for
        performance if our short-term goals are met, while permitting our executive
        officers to receive higher compensation for superior performance if such
        goals
        are exceeded.**We utilize cash incentive payments to reward
        performance achievements within a time horizon of one year or less.
**All
        of the corporate objectives set for 2006 were viewed by the executive team
        and
        the Compensation Committee as challenging and only deliverable if ViewSonic
        was
        extremely focused.





In
        December 2005, the Compensation Committee approved our 2006 Management Incentive
        Plan, or the 2006 Incentive Plan, which provides for target semi-annual
        cash payments ranging between 60% to 100% of the respective executive officer’s
        annual base salary. The threshold range of payouts that a
        Named Executive Officer could receive ranged between 28% to 47% of the
        respective executive officer’s base salary and the maximum award was set at 200%
        of each executive officer’s target incentive payment under the 2006 Incentive
        Plan.  For 2006, the
        potential annual cash incentive payments for our executive officers were
        weighted 70% on the achievement of corporate objectives and 30% on the
        achievement of individual objectives. Messrs. Chu and Morlan’s corporate
        objectives were based on ViewSonic net sales and net income.  In
        addition to ViewSonic net sales and net income, Messrs. Milne, Ho and Jensen’s
        corporate objectives were based on net sales and operating profit for their
        respective business units.  The actual cash incentive payments paid to
        each of our named executive officers for 2006 is presented in the “*Summary
        Compensation Table*” below.  In
        2006, incentive payments were approximately 39% of the aggregate annual
        compensation of our named executive officers.





The
        Compensation Committee reviews annually: (i) the annual corporate
        objectives of ViewSonic, which for 2006 included net sales and net income
        goals
        on both a consolidated and business unit basis; and (ii) the general
        personal objectives of each executive officer as proposed by our Chief Executive
        Officer.  The Compensation Committee establishes the extent to which
        such objectives have been met for the purpose of determining each executive
        officer’s semi-annual cash incentive payments.  In reviewing the
        performance of each executive officer, the Compensation Committee also considers
        each executive officer’s level of leadership, teamwork and general participation
        in the development of individuals who report to the executive
        officer.  Our Compensation
        Committee has not adopted a semi-annual cash incentive payment plan for 2007,
        but we expect that our semi-annual cash incentive plan for 2007 will be similar
        to the 2006 Incentive Plan.





*Equity
        Awards*





We
        use
        stock option grants to align the financial interests of our executive officers
        with those of our stockholders and to reward executive officers for taking
        actions that benefit the long-term performance of ViewSonic.  The
        Compensation Committee has not adopted any program, plan or obligation to
        grant
        equity compensation on specified dates.  The Compensation Committee
        has not delegated the authority to make equity grants to any executive officer
        or a committee comprised of executive officers.  The Compensation
        Committee considers the recommendations of our Chief Executive Officer in
        determining stock option grants to our executive officers and other
        employees.  Stock options are granted with an exercise price equal to
        100% of the fair market value of the shares on the date of grant and are
        only
        valuable if the value of our common stock increases after the stock option
        is
        granted.  As a privately-held corporation, our executive officers will
        only realize this value if we pursue a liquidity event such as an initial
        public
        offering or a merger or sale of ViewSonic. As our common stock is not publicly
        traded, we obtain on a yearly basis an independent valuation which the
        Compensation Committee considers together with all other relevant factors
        in
        determining the fair market of the shares of common stock on the date of
        grant.  The Compensation Committee seeks to maximize stockholder value
        by granting an appropriate level of options after considering individual
        performance and expected contribution, our growth and performance outlook,
        retention value of unvested options and market benchmarks of long-term incentive
        pay for executive officers in similar positions at our peer
        companies.  To date restricted stock awards have not been
        granted.  The stock option grants to each of our named executive
        officers in 2006 are presented in the table below entitled “*Grants of
        Plan-Based Awards in 2006.*”  In
        2006, equity awards were approximately 1% of the aggregate annual compensation
        of our named executive officers.





6
 *Table
            of Contents*





*2007
      Long Term Incentive Program*





The
      Compensation Committee has not historically granted equity awards with a
      performance component and did not make any such performance awards in
      2006.  In February 2007, the Compensation Committee approved the
      ViewSonic 2007 Long Term Incentive Program.  The Compensation
      Committee established the Long Term Incentive Program to align the interests
      of
      our executive officers with those of our stockholders, as well as to support
      the
      retention of our executive officers. Members of our executive management team
      and other key members of senior management designated by the Compensation
      Committee are eligible to participate in the Long Term Incentive
      Program.





Under
      the
      Long Term Incentive Program, executive officers, other than our Chief Executive
      Officer, were granted options to purchase our common stock at a price per share
      of $0.54 under our 2004 Equity Incentive Plan to purchase the maximum number
      of
      shares that could vest under the stock option if both the revenue and net income
      performance targets set by the Compensation Committee are achieved at the 150%
      level. The maximum number of shares is referred to as the Maximum Award. The
      portion of the stock option in which a participant could potentially vest if
      100% of the performance targets are achieved is referred to as the Target
      Award.  The Compensation Committee believes that the achievement of
      the Target Award is challenging but achievable given ViewSonic’s recent
      financial performance.  The Long Term Incentive Program requires the
      achievement of at least 100% of the performance targets for 2007 as a minimum
      threshold before any of the shares subject to the stock options vest. The
      achievement of the performance targets will be determined by the Compensation
      Committee after the completion of the 2007 audit for the year ended December
      31,
      2007. If the minimum thresholds are not achieved, the stock options granted
      under the Long Term Incentive Program will be automatically cancelled and
      forfeited in their entirety. If the minimum thresholds are achieved, the portion
      of the stock option, known as the Eligible Award (or the portion of Maximum
      Award that has vested and may continue to vest), will be determined by
      multiplying the Target Award by the percentage of achievement of the performance
      targets (a range of between 100% to 150% based on the levels achieved against
      both the performance targets).  The Eligible Award will vest 33 1/3%
      on the date it is determined that the performance targets have been met, 33
      1/3%
      on February 2, 2009 and 33 1/3% on February 2, 2010.  In addition, the
      vesting of the stock option is contingent upon the participant’s continued
      service though the applicable vesting date and is subject to specified change
      in
      control and other conditions.








**Named
                      Executive Officer**
                  
                  **Title**
                  
                  **Target**
                    **Award**
                    **(100%)**
                  
                  **Maximum**
                    **Award**
                    **(150%)**James
                      A. Morlan
                  
                  Chief
                      Financial Officer
                  
                  300,000
                  
                  450,000Matthew
                      W. Milne
                  
                  President,
                      ViewSonic Americas
                  
                  300,000
                  
                  450,000Heng-Chun
                      Ho
                  
                  President,
                      Global Products and Solutions
                  
                  300,000
                  
                  450,000Jan
                      Jensen
                  
                  President
                      & Managing Director, ViewSonic Europe
                  
                  150,000
                  
                  225,000





The
      target award for each executive officer was determined based upon prior
      studies of comparable companies by Compensia and Watson Wyatt, our
      external compensation consultants.





*Perquisites*





We
        offer
        special perquisites based upon local market conditions and competition for
        executive level personnel.  Executives may be offered perquisites such
        as car allowances, company cars, gasoline allowances, housing allowances
        and
        personal travel allowances.  The perquisites received by each of our
        named executive officers are presented in the “*Summary Compensation
        Tabl*e” below. In
        2006, perquisites were approximately 9% of the aggregate annual compensation
        of
        our named executive officers.





*Severance
        and Change in Control Agreements*





As
        we are not a publicly-traded
        corporation and are majority controlled by Mr. Chu and his affiliates, we
        do not
        have change-of-control agreements with our executive officers.  We
        have entered into severance arrangements with Messrs. Ho, Milne and Morlan
        and
        Jensen, as described more fully below, with terms that we believe are comparable
        to similarly situated executive officers at comparable companies; however,
        we do
        not have any policy with respect to entering into such arrangements with
        our
        executive officers in the future.





7
 *Table
            of Contents*




*Pension
      Plans*





We
      do not
      offer a ViewSonic funded pension program to our employees or our executive
      officers.  However, we contribute a certain amount for Jan Jensen, our
      President & Managing Director of ViewSonic Europe, Ltd., to an international
      government qualified pension plan of Mr. Jensen’s choice.  Mr. Jensen
      has directed us to deposit such amounts with PFA Pension, located in Copenhagen,
      Denmark. Mr. Jensen is one of our internationally-based executive officers.
      Please see the “*Summary Compensation
      Table*”
      below for this amount and the section entitled “*Employment
      Agreements*” for
      a description
      of our agreement with Mr. Jensen.





*Indemnification
      Agreements; D&O Liability Insurance*




We
      have
      entered and expect to continue to enter into agreements to indemnify our
      directors, executive officers and other employees as determined by our Board
      of
      Directors. These agreements provide for indemnification for related expenses
      including attorneys’ fees, judgments, fines and settlement amounts incurred by
      any of these individuals in any action or proceeding.  We believe that
      indemnification agreements are necessary to attract and retain qualified persons
      as directors and officers. We also maintain directors’ and officers’ liability
      insurance for the benefit of such persons.




*Other
      Benefits*





Executive
        officers are eligible to participate in all of our employee benefit plans,
        such
        as medical, dental, vision, group life, disability, and accidental death
        and
        dismemberment insurance and pension or 401(k) plans, in each case on the
        same
        basis as other employees. Our executive officers and employees in Europe
        and
        Asia generally have somewhat different employee benefit plans than those
        offered
        in the United States, typically based on the requirements of their respective
        countries of domicile.





**Executive
      Pay Decisions for 2006 and 2007**




*Base
      Salary*





Each
      of
      our named executive officers’ base salaries in 2006 were increased as follows
      based on the recommendations from our external compensation consultants,
      individual performance factors and internal equity.  The 2005 and 2006
      salary amounts were calculated based on each executive’s pay rate as of December
      31, 2005 and December 31, 2006, respectively.





·
            Mr.
                Chu, our Chief Executive Officer, received a salary increase of 10%,
                from
                $300,000 to $330,000;


·
            Mr.
                Morlan’s base salary increased 3% on an annualized basis from $267,806 to
                $275,841.  The actual amount earned for 2006 as noted in the
                “*Summary
                Compensation Table*”
                below was $266,481 due to a personal leave of
                absence.


·
            Mr.
                Milne, our President ViewSonic Americas, received a salary increase
                of 3%,
                from $321,678 to $331,329;


·
            Mr.
                Ho, our President, Global Products & Solutions, received a salary
                increase of 2%, from $261,399 to $265,530;
                and


·
            Mr.
                Jensen, our President, ViewSonic Europe Ltd., received a salary increase
                of 3%, from $306,270 to $316,385.




The
      foreign currency exchange rates for Messrs. Ho and Jensen’s salaries for 2006
      are reflected
      in the “*Summary
      Compensation Table*”
      below.  For 2005, the foreign currency exchange rates of $1
      U.S. dollar for 32.13477 Taiwan dollars and $1 U.S. dollar for 0.80713 Euro,
      based on a 365-day year, were used to calculate Mr. Ho’s Taiwanese and Mr.
      Jensen’s Euro denominated compensation above, respectively.




For
      2007,
      base salaries for our executive officers will be reviewed and evaluated by
      our
      Compensation Committee during the second quarter of 2007.




*Semi-Annual
      Cash Incentive
      Payments*





For
      2006, each executive officer
      provided a review of his achievements to the Chief Executive Officer who
      presented the data and his evaluation of each executive officer to the
      Compensation Committee. The Compensation Committee approved, cash incentive
      payments under the 2006 Incentive Plan to our named executive officers in the
      range of 78% to 129% of their target allowable incentive payment, with an
      average of 108% of their target incentive payment.   With respect
      to the achievement of Company objectives, the Compensation Committee
      determined that such goals had been achieved at the 123% level for Messrs.
      Chu
      and Morlan, at the 145% level for Messr. Milne, at the 122% level for Messr.
      Ho,
      and at the 87% level for Messr. Jensen.  The overall incentive levels
      were as follows: Mr. Chu – 110%; Mr. Morlan – 109%; Mr. Milne – 129%; Mr. Ho –
115%; and Mr. Jensen – 78%. These incentives were paid in August 2006 and March
      2007 and are reflected in the “*Summary Compensation Table*”
below.





8
 *Table
            of Contents*





*Bonuses*




In
      February 2006, Mr. Ho received a
      bonus of $55,640 for successfully completing one year of service with us
      pursuant to the terms of his offer letter, as more fully described under the
      section entitled “*Employment Agreements*” below. In March 2007, the
      Compensation Committee awarded Mr. Ho a discretionary bonus of $125,000 upon
      the
      recommendation of the Chief Executive Officer due to his efforts in reorganizing
      our supply chain logistics, which we believe significantly contributed to our
      improved financial and operating performance in 2006.  The foreign
      currency exchange rates for these bonuses are reflected
      in the “*Summary
      Compensation Table*”
      below.




*Equity*





The
        Compensation Committee also issued
        Mr. Ho a stock option to purchase 250,000 shares of our common stock at $0.54
        per share for his efforts in reorganizing our supply chain logistics in
        2006.  The Compensation Committee determined the size of this stock
        award based on historic and anticipated individual and company performance
        and
        the retention value of the unvested stock options held by Mr.
        Ho.





Other
        than the performance stock
        options, issued pursuant to the Long Term Incentive Plan described above,
        the
        Compensation Committee has not awarded any stock options to our named executive
        officers in 2007.





*Perquisites*





We
        offered similar perquisites to our
        internationally-based named executive officers in 2006 as we did in
        2005.  We expect to offer similar benefits, as described in more
        detail above, to our named executive officers in 2007.





**Share
      Ownership Guidelines**





As
      our
      common stock is not publicly traded we have not at this time adopted any stock
      ownership guidelines.





**Tax
      and Accounting Implications**





*Section
      162(m)**of the Internal Revenue Code of 1986*





Section 162(m)
      of the Internal Revenue Code of 1986 limits ViewSonic’s deduction for federal
      income tax purposes to not more than $1 million of compensation paid to certain
      executives in a calendar year. Compensation above $1 million may be deducted
      if
      it is “performance-based compensation.” The Compensation Committee has not yet
      established a policy for determining which forms of incentive compensation
      awarded to ViewSonic’s executive officers shall be designed to qualify as
“performance-based compensation.” To maintain flexibility in compensating our
      executive officers in a manner designed to promote ViewSonic’s objectives, the
      Compensation Committee has not adopted a policy that requires all compensation
      to be deductible. However, the Compensation Committee intends to evaluate the
      effects of the compensation limits of Section 162(m) on any compensation it
      proposes to grant, and the Compensation Committee intends to provide future
      compensation in a manner consistent with ViewSonic’s best interests and those of
      our stockholders.





*SFAS
      No. 123(R)*





Effective
      January 1, 2006, ViewSonic adopted the fair value provisions of Financial
      Accounting Standards Board Statement No. 123(R) (revised 2004),
“*Share-Based Payment*,” or SFAS 123(R). SFAS No. 123(R) establishes
      accounting for stock-based awards issued for employee services. Accordingly,
      stock-based compensation cost is measured at grant date, based on the fair
      value
      of the awards, and is recognized as expense over the requisite employee service
      period.





**Summary
      Compensation Table**





The
        following table provides information regarding the compensation of our Chief
        Executive Officer, Chief Financial Officer and our three other most highly
        compensated executive officers who earned total compensation greater than
        $100,000 during 2006.  We refer to these executive officers as our
“named executive officers.”





9
 *Table
            of Contents*


**Name
                          and Principal Position**
                      **Year**
                      
                      **Salary
                          ($)**
                      
                      
                      **Bonus
                          ($)**
                      
                      
                      **Option**
                        **Awards**
                        **($)(1)**
                      
                      
                      **Non-Equity
                          Incentive Plan Compensation**
                        **($)(2)**
                      
                      
                      **All
                          Other**
                        **Compensation**
                        **($)**
                      
                      
                      **Total
                          ($)**James
                          Chu
                        *Chairman
                          of the Board and Chief Executive Officer*
                      2006
                      
                      $
                      322,500
                      
                      
                      $
                      
                      
                      
                      
                      -
                      
                      
                      $
                      364,197
                      
                      
                      $
                      14,742
                      (3)
                      
                      $
                      701,439James
                          A. Morlan
                        *Chief
                          Financial Officer*
                      2006
                      
                      
                      266,481
                      
                      
                      
                      
                      
                      
                      
                      7,380
                      
                      
                      
                      181,431
                      
                      
                      
                      14,742
                      (3)
                      
                      
                      470,034Matthew
                          W. Milne
                        *President,
                          ViewSonic Americas*
                      2006
                      
                      
                      328,916
                      
                      
                      
                      
                      
                      
                      
                      16,831
                      
                      
                      
                      341,739
                      
                      
                      
                      14,742
                      (3)
                      
                      
                      702,228Heng-Chun
                          Ho
                        *President,
                          Global Products & Solutions*(4)
                      2006
                      
                      
                      264,176
                      
                      
                      
                      180,640
                      
                      
                      
                      13,905
                      
                      
                      
                      213,988
                      
                      
                      
                      81,642
                      (5)
                      
                      
                      754,351Jan
                          Jensen
                        *Preside**n**t**&
                          Managing Director**,* *ViewSonic Europe
                          Ltd.*(6)
                      2006
                      
                      
                      313,749
                      
                      
                      
                      -
                      
                      
                      
                      6,732
                      
                      
                      
                      155,908
                      
                      
                      
                      154,843
                      (7)
                      
                      
                      631,232





(1)
            The
                dollar amounts in this column represent the compensation expense
                for the
                year ended December 31, 2006 of stock option awards granted in and
                prior
                to 2006. These amounts have been calculated in accordance with Statement
                of Financial Accounting Standards No. 123 (revised), “*Share-Based
                Payment*,” or SFAS No. 123(R), using the Black-Scholes model and
                the assumptions outlined in note 12 of ViewSonic’s financial statements
                included in this Annual Report on Form 10-K. Pursuant to SEC rules,
                the
                amounts shown exclude the impact of estimated forfeitures related
                to
                service-based vesting conditions.





(2)
            The
                amounts in this column represent total performance-based bonuses
                earned
                for services rendered during 2006 under our 2006 Incentive
                Plan.





(3)
            Includes
                the following:  (a) a car allowance of $9,000, (b) a 401(k)
                match of $5,500, and (c) insurance related benefits of
                $242.





(4)
            Mr.
                Ho’s cash compensation for 2006 was paid in Taiwan dollars and U.S.
                dollars.  The foreign currency exchange rate of $1 U.S. dollar
                for 32.58390 Taiwan dollars, which reflects an average conversion
                rate for
                2006 based on a 365-day year, was used to calculate Mr. Ho’s Taiwanese
                denominated compensation.





(5)
            Includes
                the following:  (a) a car allowance of $57,452, (b) a housing
                allowance of $22,097, (c) a gasoline allowance of $1,841 and (d)
                life
                insurance of $252.





(6)
            Mr.
                Jensen’s cash compensation for 2006 was paid in British Pounds, Euros, and
                Danish Krones.  The foreign currency exchange rate of $1 U.S.
                dollar for 0.54344 British Pounds, which reflects an average conversion
                rate for 2006 based on a 365-day year, was used to calculate Mr.
                Jensen’s
                British Pound denominated compensation.  The foreign currency
                exchange rate of $1 U.S. dollar for 0.79695 Euro, which reflects
                an
                average conversion rate for 2006 based on a 365-day year, was used
                to
                calculate Mr. Jensen’s Euro denominated compensation.  The
                foreign currency exchange rate of $1 U.S. dollar for 5.9443 Danish
                Krones,
                which reflects an average conversion rate for 2006 based on a 365-day
                year, was used to calculate Mr. Jensen’s Danish Krones denominated
                compensation.





(7)
            Includes
                the following:  (a) a car allowance of $25,001, (b) car lease
                payments of $15,673, (c) a travel allowance of $25,508, (d) a gas
                allowance $1,708, and (e) $86,953 of contributions to a Denmark qualified
                pension plan.





10
 *Table
            of Contents*





**Grants
        of Plan-Based Awards in 2006**




The
      following table sets forth certain information regarding grants of plan-based
      awards to our named executive officers during the
      year
      ended December 31, 2006.





**Estimated
                          Possible Payouts Under**
                        **Non-Equity
                          Incentive Plan Awards**
                      
                      
                      
                      
                      
                      **All
                          Other Option Awards: Number of Securities Underlying Options
                          (#)**
                      
                      
                      **Exercise
                          or Base Price of Option Awards ($/Sh)**
                      
                      
                      **Grant
                          Date Fair Value of Option Award($)****Name**
                      
                      **Threshold**
                        **($)(1)**
                      
                      
                      **Target**
                        **($)(2)**
                      
                      
                      **Maximum**
                        **($)(3)**
                      
                      
                      **Grant
                          Date**James
                          Chu
                      
                      $
                      150,000
                      
                      
                      $
                      330,000
                      
                      
                      $
                      660,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -James
                          A Morlan
                      
                      
                      75,000
                      
                      
                      
                      166,000
                      
                      
                      
                      332,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Matthew
                          W. Milne
                      
                      
                      121,000
                      
                      
                      
                      265,000
                      
                      
                      
                      530,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Heng-Chun
                          Ho
                      
                      
                      85,000
                      
                      
                      
                      186,000
                      
                      
                      
                      372,000
                      
                      
                      12/21/06(4)
                      
                      
                      
                      250,000
                      
                      
                      $
                      0.54
                      
                      
                      $
                      71,375
                      (5)Jan
                          Jensen
                      
                      
                      91,000
                      
                      
                      
                      200,000
                      
                      
                      
                      400,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -








(1)
            The
                threshold payments under the 2006 Incentive Plan were set at between
                27-47% of our named executive officers’ base salaries, based on level of
                experience, role and expected contribution.****Please
                see the Summary Compensation Table above for the amounts our named
                executive officers earned under 2006 Incentive Plan in
                2006.





(2)
            The
                target payments under the 2006 Incentive Plan were set at between
                60-100%
                of our named executive officers’ base salaries, based on level of
                experience, role and expected contribution. Please see the Summary
                Compensation Table above for the amounts our named executive officers
                earned under the 2006 Incentive Plan in
                2015.





(3)
            The
                maximum payments under the 2006 Incentive Plan were set at 200% of
                each
                named executive’s target award under the 2006 Incentive
                Plan.  Please see the Summary Compensation Table above for the
                amounts our named executive officers earned under the 2006 Incentive
                Plan
                in 2006.





(4)
            As
                our common stock is not publicly traded, the exercise price of the
                stock
                option reflected in the table above is equal to 100% of the fair
                market
                value of our common stock on the date of grant, as determined by
                our Board
                of Directors.  This option was granted under our 2004 Equity
                Incentive Plan.





(5)
            These
                amounts have been calculated in accordance with SFAS No. 123(R) using
                the Black-Scholes model and the assumptions outlined in note 12 of
                ViewSonic’s financial statements included in this Annual Report on Form
                10-K.





11
 *Table
            of Contents*





**Outstanding
        Equity Awards at December 31, 2006**





The
        following table provides information regarding outstanding equity awards
        held by
        each of our named executive officers as of December 31, 2006.





**Option
                                              Awards****Name**
                                          
                                          **Number
                                              of Securities Underlying Unexercised
                                              Options (#)
                                              Exercisable**
                                          
                                          
                                          **Number
                                              of Securities Underlying Unexercised
                                              Options (#)
                                              Unexercisable**
                                          
                                          
                                          **Option
                                              Exercise Price ($)**
                                          
                                          
                                          **Option
                                              Expiration Date**James
                                              Chu
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -James
                                              A. Morlan
                                          
                                          
                                          750,000(1)
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          $0.38
                                          
                                          
                                          06/18/10600,000(2)
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          $0.38
                                          
                                          
                                          04/30/13Matthew
                                              W. Milne
                                          
                                          
                                          625,000(3)
                                          
                                          
                                          
                                          625,000(3)
                                          
                                          
                                          
                                          $0.38
                                          
                                          
                                          04/14/15Heng-Chun
                                              Ho
                                          
                                          
                                          500,000(4)
                                          
                                          
                                          
                                          500,000(4)
                                          
                                          
                                          
                                          $0.38
                                          
                                          
                                          04/14/15-
                                          
                                          
                                          
                                          250,000(5)
                                          
                                          
                                          
                                          $0.54
                                          
                                          
                                          12/19/16Jan
                                              Jensen
                                          
                                          
                                          250,000(6)
                                          
                                          
                                          
                                          250,000(6)
                                          
                                          
                                          
                                          $0.38
                                          
                                          
                                          04/14/15


(1)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                June 19, 2000 and was fully vested as of December 31,
                2006.





(2)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                May 1, 2003 and was fully vested as of December 31,
                2006.





(3)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                April 15, 2005.  1/4th
                of the
                shares subject to the stock option vests on April 15, 2005, and 1/4th
                of the
                shares subject to the option vest on each anniversary of the vesting
                commencement date thereafter. Vesting is contingent upon continued
                service.





(4)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                April 15, 2005.  1/4th
                of the
                shares subject to the stock option vests on April 15, 2005, and 1/4th
                of the
                shares subject to the option vest on each anniversary of the vesting
                commencement date thereafter. Vesting is contingent upon continued
                service.





(5)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                December 21, 2006.  1/4th
                of the
                shares subject to the stock option vests on December 21, 2007, and
                1/48th
                of
                the shares subject to the option vest monthly thereafter. Vesting
                is
                contingent upon continued service.





(6)
            Stock
                option was granted pursuant to ViewSonic’s 2004 Equity Incentive Plan on
                April 15, 2005.  1/4th
                of the
                shares subject to the stock option vests on April 15, 2005, and 1/4th
                of the
                shares subject to the option vest on each anniversary of the vesting
                commencement date thereafter. Vesting is contingent upon continued
                service.





***Employment
      Agreements***





*H.C.
        Ho*





We
        entered into an offer letter with
        H.C. Ho, the President of Global Products and Solutions, dated January 8,
        2005.  Under the terms of the offer letter, Mr. Ho received an
        annualized base salary of NTD 8,400,000 and was entitled to a variable
        compensation incentive under our incentive compensation plan that is targeted
        at
        50% of his base salary. Mr. Ho was also entitled to a bonus of NTD 1,800,000
        if
        he successfully completed one year of service with us, which was paid in
        February 2006.  Under the offer letter, Mr. Ho is also entitled to a
        monthly housing allowance of NTD 60,000 as well as a car and
        driver.  Pursuant to the offer letter, Mr. Ho was granted an option to
        purchase 1,000,000 shares of our common stock on April 15, 2005 at $0.38
        per
        share, the fair market value of our common stock on the date of grant, as
        determined by our Board of Directors. The stock option vested as to 25% of
        the
        shares on the date of grant and the remainder vests on a pro rata basis over
        3
        years, such that on the third anniversary of the grant date of the option,
        the
        shares shall be fully vested.





12
 *Table
            of Contents*





*Jan
      Jensen*




We
      have
      entered into employment agreements with Jan Jensen, the President & Managing
      Director of ViewSonic Europe, dated January 10, 2006, the Jensen Employment
      Agreements.  The agreements are with each of ViewSonic SARL, ViewSonic
      Netherlands and ViewSonic Europe Limited.  These supersede Mr.
      Jensen’s employment agreement, dated September 3, 2004, or the Prior Jensen
      Agreement.  The separate agreements with each of the subsidiaries
      denominate the salary payable by each respective subsidiary to Mr.
      Jensen.  Under these agreements, Mr. Jensen was entitled to receive an
      aggregate annualized base salary of Euro 247,000 and is entitled to a variable
      compensation incentive that is targeted at Euro 120,000, if Mr. Jensen achieves
      goals related to the incentive as determined by the Board of
      Directors.  Mr. Jensen is also entitled to a car allowance of either
      Euro 2,300 per calendar month or an annual automobile lease allowance of Euro
      27,600.  Under the Jensen Employment Agreements, Mr. Jensen
      is entitled to receive a contribution equal to 10% of his base salary to be
      paid into a government qualified pension plan of his choice and for the period
      that Mr. Jensen holds a Form E101, we have agreed to pay Mr. Jensen the amount
      saved by us in respect of our contributions under United Kingdom National
      Insurance which Mr. Jensen has contributed to his government qualified pension
      plan.. In connection with the Prior Jensen Agreement, Mr. Jensen was granted
      an
      option to purchase 500,000 shares of our common stock at $0.38 per share, the
      fair market value of our common stock on the date of grant. The stock option
      vested as to 25% of the shares on the date of grant and the remainder vests
      on a
      pro rata basis over 3 years, such that on the third anniversary of the grant
      date of the option grant, the shares shall be fully vested.





***Severance
        Agreements***





*Jan
        Jensen*





Pursuant
        to the Jensen Employment Agreements described above, Mr. Jensen is entitled
        to
        six months notice of termination of his employment unless: (1) he is over
        65
        years of age, (2) he has committed a material or persistent breach of his
        employment relationship, including, but not limited to, causing us a financial
        loss, or (3) he has been given three months notice in connection with any
        illness or disability that has incapacitated him from performing his duties
        for
        a period of 180 days or more, in the preceding twelve months.





Assuming
      Mr. Jensen’s employment terminated on December 31, 2006, he would be
      entitled to benefits with the value set forth in the table below:





**Termination
                      of Employment****Compensation
                      and Benefits**
                
                **Termination
                    Without Cause ($)**Salary(1)
                
                $158,192





(1)   Represents
        six months of salary continuation.  This number was calculated by
        using an average monthly rate of $26,365 based on Mr. Jensen’s annual salary of
        $316,385 as noted in the *Base Salary* discussion in the *Executive
        Pay Decisions for 2006 and 2007* section
        above.





*H.C.
      Ho*





Pursuant
      to his offer letter described above, in the event of a structural
      re-organization that substantially affects the responsibilities of his position,
      Mr. Ho will be provided one month of severance for each full year of service
      or
      four months of severance, whichever is greater.





Assuming
      Mr. Ho’s employment terminated on December 31, 2006, he would be entitled
      to benefits with the values set forth in the table below:





**Termination
                        of Employment****Compensation
                        and Benefits**
                  
                  **Termination
                      Without Cause ($)**Salary(1)
                  
                  $88,510


(1)   Represents
        four months of salary continuation.  This number was calculated by
        using an average monthly rate of $22,128 based on Mr. Ho’s annual salary of
        $265,530 as noted in the *Base Salary* discussion in the *Executive
        Pay Decisions for 2006 and 2007* section
        above.





13
 *Table
            of Contents*





*Matthew
      W. Milne*





We
      have
      entered into an employment agreement with Matthew W. Milne, the President
      of ViewSonic Americas, dated February 22, 2005.  If Mr. Milne’s
      employment is terminated by ViewSonic for any reason other than gross
      misconduct, Mr. Milne shall be entitled to receive at least three months of
      salary continuation.





Assuming
      Mr. Milne’s employment terminated on December 31, 2006, he would be
      entitled to benefits with the values set forth in the table below:





**Termination
                    of Employment****Compensation
                    and Benefits**
              
              **Termination Without
                  Cause ($)**Salary(1)
              
              $82,832





(1)   Represents
        three months of salary continuation.  This number was calculated by
        using an average monthly rate of $27,611 based on Mr. Milne’s annual salary of
        $331,329 as noted in the *Base Salary* discussion in the *Executive
        Pay Decisions for 2006 and 2007* section
        above.





*James
        A. Morlan*





On
      March 21, 2007, we entered into a
      Separation Agreement with James A. Morlan, our Chief Financial Officer, which
      will become effective on March 29, 2007.  Under the Separation
      Agreement, Mr. Morlan will resign as our Chief Financial Officer as of
      June 8, 2007, unless extended by mutual agreement to the date a new chief
      financial officer is retained, or the Transition Date.   Mr.
      Morlan also agreed that he would resign as Chief Financial Officer at an earlier
      date if requested by a new chief financial officer.  If he is asked
      to resign as Chief Financial Officer at an earlier date, Mr. Morlan
      would still remain as an employee until June 8, 2007 and the “Transition Date”
for purposes of the Separation Agreement would be June 8, 2007.  We
      agreed to pay Mr. Morlan his existing salary and benefits through the Transition
      Date and $5,000 for outplacement services on the Transition Date.





Under
      the Separation Agreement and
      subject to certain conditions, we agreed to retain Mr. Morlan from the
      Transition Date through June 30, 2008 in the position of Executive
      Advisor.  During this period, Mr. Morlan has agreed to provide
      services as requested, and will be permitted to serve as an employee or a
      consultant to a third party, provided the third party is not our competitor
      and;
      provided further, Mr. Morlan abides by his continuing confidentiality
      obligations.  From the Transition Date through June 30, 2008, Mr.
      Morlan will be paid an amount equal to six months of his current base salary
      in
      equal amounts on our standard payroll dates, subject to standard deductions
      and
      withholding, and will be entitled to participate in our employee health
      insurance and other benefits plans.  After June 30, 2008 and subject
      to certain conditions, Mr. Morlan will be entitled to continue his group health
      insurance benefits for a period of 36 months under COBRA and
      Cal-COBRA.  We will cover these costs for three months.





Mr.
      Morlan holds fully-vested
      stock options to purchase 1,350,000 shares of our common
      stock.  Pursuant to the terms of the stock options, Mr. Morlan has
      three months following June 30, 2008 to exercise these stock
      options.   Pursuant to the Separation Agreement, in the event Mr.
      Morlan is unable to exercise such stock options and sell the shares due to
      a lock-up agreement entered into in the event of a public offering of our common
      stock, for each full 30-day period during the three-month period during which
      the such shares are subject to a lock-up agreement, we have agreed to at such
      time extend the post-termination exercise period by 30 days.  This
      period may not be extended beyond December 31, 2008.





Mr.
      Morlan also holds an unvested stock
      option to purchase 450,000 shares of our common stock issued pursuant to our
      Long Term Incentive Plan.  Pursuant to the Separation Agreement,
      100,000 shares subject to this option will vest if we meet or exceed both our
      revenue and income targets, determined on a pro rata basis, for the first two
      quarters of the year ended December 31, 2007 under the Long Term Incentive
      Plan.  Achievement of the targets will be determined by our
      Compensation Committee within 30 days following the date on which we file our
      Quarterly Report on Form 10-Q for the quarter ended June 30,
      2007.   Mr. Morlan has waived any further rights under the Long
      Term Incentive Plan. In connection with the Separation Agreement, Mr. Morlan
      executed a general release of claims and is required under the Separation
      Agreement to execute a supplemental general release of claims within 21 days
      of
      June 30, 2008.





14
 *Table
            of Contents*





Assuming
      Mr. Morlan’s employment terminated on June 30, 2008, he would be entitled to
      benefits with the values set forth in the table below:





**Termination
                      of Employment****Compensation
                      and Benefits**
                
                **Termination Without
                    Cause ($)**Salary(1)
                
                $137,921Health
                    Care Benefits(2)
                
                $2,691





(1)   Represents
          six months of salary continuation.  This number was calculated by
          using an average monthly rate of $22,987 based on Mr. Morlan’s annual salary of
          $275,841 as noted in the *Base Salary* discussion in the *Executive
          Pay Decisions for 2006 and 2007* section
          above.





(2)   Represents
        three months of health insurance benefits under COBRA and
        Cal-COBRA.





***Change
      in Control Arrangements***




Other
      than the acceleration of vesting that may occur in connection with a change
      of
      control of ViewSonic that applies to all of our employees, including our
      executive officers, pursuant to options awarded under our equity incentive
      plans, and pursuant to our 2007 Long Term Incentive Plan, we do not have any
      change of control arrangements in place with our executive
      officers.





*Option
      Plans*





**The
      vesting of option grants under our 2004 Equity Incentive Plan and our 1999
      Stock
      Plan may accelerate and become immediately exercisable upon a change in control
      of ViewSonic. Each participant whose service to us continues through the
      effective date of the change of control and whose option grant is not assumed,
      continued or substituted with a similar option grant from the acquirer shall
      have certain number of days before the effective date of the change in control
      to exercise all or part of their outstanding options under our 2004 Equity
      Incentive Plan and our 1999 Stock Plan.





*2007
      Long Term Incentive
      Plan*





Pursuant
      to our 2007 Long Term Incentive Plan if a change in control occurs before the
      stock option has fully vested or terminated in its entirety, a portion of the
      vesting of such stock option will accelerate in connection with a change in
      control based on the amount of the Eligible Award vested and the number of
      months of service provided by the named executive officer as of the closing
      of
      the change in control.





15
 *Table
            of Contents*





**DIRECTOR
        COMPENSATION**





We
      compensate our non-employee directors on an annual basis, as
      follows:





·
            Each
                non-employee director receives a retainer fee of
                $30,000;


·
            The
                chair of each committee receives a $10,000 fee;
                and


·
            Each
                other committee member receives a fee of $3,000 per
                year.





The
      non-employee members of the Board of Directors are also reimbursed for certain
      expenses including travel, lodging and other reasonable expenses incurred in
      attending Board of Directors or committee meetings.  Mr. Chu receives
      no additional consideration in connection with his service as a member of the
      Board of Directors.





In
        addition to cash compensation, we also grant stock options to our non-employee
        directors pursuant to our 2004 Equity Incentive Plan.  However, we do
        not have a policy regarding annual stock option grants to our non-employee
        directors and no stock options were granted during 2006.   Each
        of our non-employee directors previously received a stock option to purchase
        250,000 shares of our common stock upon their appointment to our Board of
        Directors.





**2006
        Director Compensation Table**





The
        following table provides information regarding director compensation earned
        during 2006.





**Name**
                          
                          **Fees
                              Earned or Paid In Cash ($)**
                          
                          
                          **Option
                              Awards ($)(1)(2)(3)**
                          
                          
                          **Total
                              ($)**Matthew
                              E. Massengill
                          
                          $
                          39,000
                          
                          
                          $
                          13,230
                          
                          
                          $
                          52,230William
                              J. Miller
                          
                          
                          43,000
                          
                          
                          
                          13,230
                          
                          
                          
                          56,230Bruce
                              L. Stein
                          
                          
                          46,000
                          
                          
                          
                          10,364
                          
                          
                          
                          56,364Luc
                              H. Vanhal
                          
                          
                          46,000
                          
                          
                          
                          10,364
                          
                          
                          
                          56,364


(1)
              The
                  dollar amounts in this column represent the compensation expense
                  for the
                  year ended December 31, 2006 of stock option awards granted in
                  and prior
                  to 2006. These amounts have been calculated in accordance with
                  SFAS
                  No. 123(R) using the Black-Scholes model and the assumptions outlined
                  in note 12 of ViewSonic’s financial statements included in this Annual
                  Report on Form 10-K for the year ended December 31, 2006. Pursuant to
                  SEC rules, the amounts shown exclude the impact of estimated forfeitures
                  related to service-based vesting
                  conditions.





(2)
              Messrs. Massengill
                  and Miller each hold an aggregate of 250,000 shares of stock options
                  outstanding as of December 31, 2006.  Messrs. Stein and Vanhal
                  each hold an aggregate of 300,000 shares of stock options outstanding
                  as
                  of December 31, 2006.





(3)
              Messrs.
                  Massengill, Miller, Stein and Vanhal were not granted any options
                  to
                  purchase our common stock in
                  2006.




16
 *Table
            of Contents*





**COMPENSATION
      COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION**





During
      2006, our Compensation Committee was comprised of Messrs. Massengill, Stein
      and
      Vanhal.  Mr. Stein is the Chairman of the Compensation Committee. None of
      our executive officers serves as members of the board of directors or
      compensation committee of any entity that has one or more executive officers
      who
      serve on our Board of Directors or Compensation Committee. No interlocking
      relationship exists between our Board of Directors or Compensation Committee
      and
      the board of directors or compensation committee of any other company, nor
      has
      any interlocking relationship existed in the past.





**COMPENSATION
      COMMITTEE REPORT**





The
      Compensation Committee has reviewed and discussed with management the
      Compensation Discussion and Analysis contained in this Annual Report on Form
      10-K for the year ended December 31, 2006. Based on this review and
      discussion, the Compensation Committee has recommended to the Board that the
      Compensation Discussion and Analysis be included in this Annual Report on Form
      10-K for the year ended December 31, 2006.





Bruce
                  Stein, ChairmanMatthew
                  MassengillLuc
                  Vanhal





17
 *Table
            of Contents*





**ITEM
                12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





The
      following table presents information regarding the ownership of our outstanding
      common stock as of March 31, 2007 by:




·
            Each
                director;


·
            Each
                of our named executive officers;


·
            All
                of our directors and executive officers as a group;
                and


·
            All
                of those known by us to be beneficial owners of more than five percent
                of
                our common stock.





Beneficial
      ownership is determined in accordance with the rules of the SEC and generally
      includes voting or investment power with respect to securities. Beneficial
      ownership also includes shares of common stock subject to options exercisable
      within 60 days of March 31, 2007. These shares are not deemed outstanding
      for purposes of computing the percentage ownership of each other person.
      Percentage of beneficial ownership is based on 354,594,666 shares of our common
      stock outstanding as of March 31, 2007. Unless otherwise indicated, the address
      of each of the individuals and entities listed below is c/o ViewSonic
      Corporation, 381 Brea Canyon Road, Walnut, California, 91789.




**Shares**
                          **Beneficially
                            Owned****Name
                            and Address of Beneficial Owner**
                        
                        **Number
                            of Shares Issuable Pursuant to Options Exercisable Within
                            60 days of March
                            31, 2007**
                        
                        
                        **Number**
                        
                        
                        **Percent****Directors
                            and Named Executive Officers**James
                              Chu (1)
                        
                        
                        —
                        
                        
                        
                        311,969,998
                        
                        
                        
                        86.7
                        %Matthew
                              E. Massengill
                        
                        
                        250,000
                        
                        
                        
                        250,000
                        
                        
                        
                        *William
                              J. Miller
                        
                        
                        250,000
                        
                        
                        
                        250,000
                        
                        
                        
                        *Bruce
                              L. Stein
                        
                        
                        287,500
                        
                        
                        
                        287,500
                        
                        
                        
                        *Luc
                              H. Vanhal
                        
                        
                        287,500
                        
                        
                        
                        287,500
                        
                        
                        
                        *James
                              A. Morlan
                        
                        
                        1,350,000
                        
                        
                        
                        1,350,000
                        
                        
                        
                        *Matthew
                              Milne
                        
                        
                        937,500
                        
                        
                        
                        937,500
                        
                        
                        
                        *Jan
                              Jensen
                        
                        
                        375,000
                        
                        
                        
                        375,000
                        
                        
                        
                        *Heng-Chun
                              Ho
                        
                        
                        750,000
                        
                        
                        
                        750,000
                        
                        
                        
                        *All
                              directors and executive officers as a group (11
                              persons)
                        
                        
                        5,248,912
                        
                        
                        
                        317,218,910
                        
                        
                        
                        88.2
                        %**5%
                              Stockholders**Keypoint
                              Investments, L.P. (2)
                        
                        
                        —
                        
                        
                        
                        58,831,542
                        
                        
                        
                        16.3
                        %






*
            Represents
                beneficial ownership of less than 1% of the outstanding shares of
                our
                common stock.





(1)
            Includes
                58,831,542 shares held by Keypoint Investments, L.P., a California
                limited
                partnership. Mr. Chu and his wife, Lily Chu, are general partners of
                Keypoint Investments, L.P.





(2)
            Mr.
                Chu and his wife, Lily Chu, are general partners of Keypoint Investment,
                L.P.








**Stockholder
      Approval of Stock Plans**





We
      have
      two stockholder approved equity compensation plans, the 1999 Stock Plan and
      the
      2004 Equity Incentive Plan. Under the terms of the 1999 Stock Plan and the
      2004
      Equity Incentive Plan, officers, directors, consultants and our employees may
      be
      granted options to purchase our common stock at the fair market value on the
      date the option is granted as determined by our Board of Directors. Options
      generally vest over three to four years and may be exercised for up to
      10 years from the date of grant.





18
 *Table
            of Contents*





**Equity
      Compensation Plan Information**





The
      following table provides certain information regarding our equity incentive
      plans as of December 31, 2006.





**Plan
                      Category**
                  
                  **Number
                      of Securities to be Issued upon Exercise of Outstanding Options,
                      Warrants
                      and Rights (a)**
                  
                  
                  **Weighted-Average
                      Exercise Price of Outstanding Options, Warrants and Rights
                      (b)**
                  
                  
                  **Number
                      of Securities Remaining Available for Future Issuance under
                      Equity
                      Compensation Plans (excluding Securities Reflected in Column(a))
                      (c)**Equity
                        compensation plans approved by security holders
                  
                  
                  25,341,249
                  
                  
                  $
                  0.40
                  
                  
                  
                  17,045,040Equity
                        compensation plans not approved by security holders
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Total
                  
                  
                  25,341,249
                  
                  
                  $
                  0.40
                  
                  
                  
                  17,045,040





**ITEM
                13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**





**Notes
      Payable**





As
      of
      December 31, 2006, we had outstanding subordinated notes payable to James
      Chu, our Chairman of the Board and Chief Executive Officer, and Keypoint
      Investments, L.P., a California limited partnership, of which Mr. Chu and
      his wife, Lily Chu, are the general partners, in the aggregate principal amount
      of $43.0 million. The subordinated notes are due on April 12, 2008 and
      no payments were made against the principal amount in 2006 or 2005. The interest
      rate on the subordinated notes was 3.97% per annum for 2006, 2005, and 2004,
      respectively. Interest expense related to the subordinated notes was
      $1.7 million for each of the years 2006, 2005 and 2004,
      respectively.





**Related
      Party Sales**





We
      have
      entered into non-exclusive distribution agreements with ASI Corp., a privately
      held company located in Fremont, California pursuant to which ASI Corp.
      distributes a full range of our products. The prices charged to ASI Corp. are
      consistent with the prices we charge to our other distribution customers.
      Mr. Chu's sister and her husband own 100% of the stock of ASI Corporation.
      Net sales to ASI Corporation were $30.2 million, $22.4 million and
      $24.7 million for 2006, 2005, and 2004, respectively. We had an account
      receivable balance of $0.4 million and $1.5 million from ASI Corp. at
      December 31, 2006 and 2005, respectively, which are included in other
      receivables. We believe that the distribution agreements with ASI Corp. were
      in
      our best interests and on terms no less favorable to us than could be obtained
      from unaffiliated third parties.




**Investor
      Rights Agreement**





We,
      Mr. Chu and certain other preferred stockholders have entered into an
      agreement, pursuant to which these stockholders have registration rights with
      respect to their shares of common stock.





**Employment
      Agreements**





Please
      see Item 11. “Executive Compensation—Employment Agreements.”





**Severance
      Agreements**





Please
      see Item 11. “Executive Compensation—Severance Agreements.”





**Change
      in Control Arrangements**





Please
      see Item 11. “Executive Compensation—Change in Control Agreements.”





We
      believe that the above transactions were in our best interests and on terms
      no
      less favorable to us than could be obtained from unaffiliated third
      parties.





19
 *Table
            of Contents*





**Indemnification
      Agreements**





We
      have
      entered into indemnification agreements with each of our directors and executive
      officers. The agreements require us to indemnify such individuals for certain
      liability to which they may be subject as a result of their affiliation with
      us,
      to the fullest extent permitted by Delaware law.





**Related-Person
      Transactions Policy and Procedures**





20
 *Table
            of Contents*




The
      Board’s Audit
      Committee is responsible for review, approval, or ratification of
“related-person transactions” between ViewSonic or its subsidiaries and related
      persons. Under SEC rules, a related person is a director, officer, nominee
      for
      director, or five % stockholder of the company since the beginning of the last
      fiscal year and their immediate family members.Related-person
      transactions are governed by our Worldwide Code of Ethics and our management
      monitors adherence to this policy. Additionally, each director and executive
      officer annually delivers to ViewSonic a questionnaire that includes, among
      other things, a request for information relating to any transactions in which
      both the director, executive officer, or their respective family members, and
      ViewSonic participates, and in which the director, executive officer, or such
      family member, has a material interest. Our Audit Committee reviews all such
      transactions listed in the questionnaires, or that are brought to its attention
      by management or otherwise.****After this review, transactions
      involving related persons are reviewed by the Audit Committee. The Audit
      Committee determines whether the related person has a material interest in
      a
      transaction and may approve, ratify, rescind, or take other action with respect
      to the transaction in its discretion.




**Independence
      of the Board of Directors**





Although
      we are not listed on the NASDAQ Global Market, or NASDAQ, we apply the NASDAQ
      definition of “independence” in determining whether a majority of the members of
      our Board of Directors qualify as independent.  Under the NASDAQ
      requirements, a listed company’s Board of Directors must qualify as
“independent,” as affirmatively determined by the Board of
      Directors.  Our Board of Directors consults with our counsel to ensure
      that the Board of Director’s determinations are consistent with relevant
      securities and other laws and regulations regarding the definition of
“independent,” including those set forth in pertinent listing standards of
      NASDAQ, as in effect from time to time.




Consistent
      with these considerations, after review of all relevant transactions or
      relationships between each director, or any of his or her family members, and
      the Company, our senior management and our independent registered public
      accounting firm, our Board of Directors has affirmatively determined that the
      following four directors are independent directors within the meaning of the
      applicable NASDAQ listing standards: Matthew E. Massengill, William J. Miller,
      Bruce L. Stein and Luc H. Vanhal. In making this determination, our Board of
      Directors found that none of these directors had a material or other
      disqualifying relationship with us.  James Chu, our Chief Executive
      Officer, is not an independent director by virtue of his employment with
      us.  In 2006, our independent directors met in regularly scheduled
      executive sessions at which only independent directors were
      present.





Our
      Board
      of Directors has three standing committees: an Audit Committee, a Compensation
      Committee and a Nominating and Corporate Governance Committee. Our Board has
      determined that each current member of each committee meets the applicable
      rules
      and regulations regarding independence for such committee, including those
      set
      forth in applicable NASDAQ listing standards, and that each member is free
      of
      any relationship that would interfere with his individual exercise of
      independent judgment.





**ITEM
                14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**





**Fees
      of Deloitte & Touche**





The
      following table presents fees for professional audit services rendered by
      Deloitte & Touche for the audit of ViewSonic’s annual financial statements
      for 2006 and 2005, and fees billed for all other services rendered by Deloitte
      & Touche, the member firms of Deloitte & Touche Tohmatsu and their
      respective member firms, collectively “Deloitte & Touche.”





**Year
                    Ended December 31,****2006**
                
                
                **2005**Audit
                      fees
                
                $
                1,011,000
                
                
                $
                949,000Audit-related
                      fees (1)
                
                
                15,000
                
                
                
                46,000Tax
                      fees (2)
                
                
                967,000
                
                
                
                443,163Total
                      fees
                
                $
                1,993,000
                
                
                $
                1,438,163


________


(1)
            Includes
                fees for financial accounting and reporting consultations and other
                advisory services related to the Section 404 of the Sarbanes-Oxley
                Act of
                2002.





(2)
            Includes
                fees for domestic and foreign tax compliance, international tax planning
                and advice and tax audit
                assistance.




21
 *Table
            of Contents*





The
      Audit
      Committee has determined that the rendering of the services other than audit
      services by Deloitte & Touche is compatible with maintaining Deloitte &
Touche’s independence. All of the fiscal 2006 and 2005 fees described above paid
      to Deloitte & Touche were pre-approved by the Audit Committee.




**Audit
      Committee Pre-Approval Policy**





Section 10A(i)(1)
      of the Exchange Act requires that all services to be performed by our
      independent registered public accounting firm be approved in advance by the
      Audit Committee of the Board of Directors, subject to certain exceptions
      relating to non-audit services accounting for less than five percent of the
      total fees paid to its independent registered public accounting firm which
      are
      subsequently ratified by the Audit Committee, or the De Minimus Exception.
      In
      addition, pursuant to Section 10A(i)(3) of the Exchange Act, the Audit
      Committee has established procedures by which the Chairperson of the Audit
      Committee may pre-approve such services provided the Chairperson report the
      details of the services to the full Audit Committee at its next regularly
      scheduled meeting. None of the audit-related or non-audit services described
      above were performed pursuant to the De Minimus Exception during the periods
      in
      which the pre-approval requirement has been in effect.




**PART
      IV**




**ITEM
                15.**
            **EXHIBITS
                AND FINANCIAL STATEMENT
                SCHEDULES**




(a)
              The
                  following documents are included as part of this Amendment No.
                  1 to the
                  Annual Report:


**(3)
      Exhibits**





The
      exhibits listed in the accompanying index to exhibits are filed or incorporated
      by reference as a part of this Amendment No. 1 to the Annual
      Report.





22
 *Table
            of Contents*




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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, on April 30, 2007.





**VIEWSONIC
                  CORPORATION**By:
                  /s/ James ChuChairman
                  of the Board of Directors and Chief Executive Officer
                *(Principal
                  Executive Officer)*




**POWER
      OF ATTORNEY**




Pursuant
      to the requirements of the Securities Exchange Act of 1943, this Amendment
      No. 1 to the Annual Report on Form 10-K has been signed by the following
      persons on behalf of the registrant and in the capacities and on the dates
      indicated:








**Signature**
              
              **Title**
              
              **Date**/s/
                  James Chu
              
              Chairman
                  of the Board of Directors and Chief Executive
              
              April
                  30, 2007James
                  Chu
              
              Officer*(Principal Executive Officer*)/s/
                  James A. Morlan
              
              Chief
                  Financial Officer
              
              April
                  30, 2007James
                  A. Morlan
              
              (*Principal
                  Financial Officer and Principal Accounting Officer* )*
              
              Director
              
              April
                  30, 2007Matthew
                  E. Massengill*
              
              Director
              
              April
                  30, 2007William
                  J. Miller*
              
              Director
              
              April
                  30, 2007Bruce
                  L. Stein*
              
              Director
              
              April
                  30, 2007Luc
                  H. Vanhal




*By:
              /s/
                  James Chu**James
                  Chu****Attorney-In-Fact**




23
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            of Contents*





**EXHIBIT
      INDEX**





**Exhibit
                    Number**
                **Description
                    of Document**10.22
                Offer
                    Letter with H.C. Ho dated January 8, 2005.31.1
                Certification
                    of Chief Executive Officer as required by Rule 13a-14(a) of the
                    Securities Exchange Act of 1934, as amended.31.2
                Certification
                    of Chief Financial Officer as required by Rule 13a-14(a) of the
                    Securities Exchange Act of 1934, as
                    amended.






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