UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

Amendment No. 2







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

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2007
|- | -----------------------------------------------------------------------------------------------------------------------------

OR



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

OR



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





Commission file number: 000-30842

ASAT Holdings Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrants name into English)





Cayman Islands

(Jurisdiction of incorporation or organization)

14th Floor, 138 Texaco Road

Tsuen Wan, New Territories

Hong Kong

(Address of principal executive office)





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

Name of each exchange and Title of each class on which registered:

American Depositary Shares, each representing 15 ordinary shares, par value $0.01 per share,

Nasdaq Capital Market

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of
outstanding shares of each of the Issuers classes of capital or common stock as of the close of the period covered by the annual report:



|                                 |  |                                                  
|-------------------------------- |  | -------------------------------------------------
|Class                            |  | Number of shares outstanding as of April 30, 2007
|Ordinary Shares, par value $0.01 |  | 704,348,844                                      





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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes    ̈    No  x

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No   ̈

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

Large accelerated
filer   ̈    Accelerated filer   ̈    Non-accelerated filer  x

Indicate by check mark which financial statement item the registrant has elected to follow.     Item 17   ̈    Item 18  x

If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).    Yes   ̈    No  x









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EXPLANATORY NOTE

This Amendment No. 2 to our Annual Report on Form 20-F for the fiscal year ended April 30, 2007, filed with the U.S. Securities and Exchange Commission (the SEC) on October 15, 2007 (the Original
Report) and amended on November 1, 2007 (Amendment No. 1), is being filed for the purpose of making a change in the Original Report pursuant to comments received from the Staff of the SEC with respect to the disclosure contained in
Item 15 Controls and Procedures. The disclosure in Item 15 Controls and Procedures has been revised in accordance with such comments.

We are including in this Amendment No. 2 currently-dated certifications by our Principal Executive Officer and our Principal Financial Officer. Other than the foregoing items, no part of the Original Report or
Amendment No. 1 is being amended. Accordingly, this Amendment No. 2 does not include any unchanged portions of the Original Report or Amendment No. 1, does not reflect events occurring after the filing of our Original Report and does not modify or
update the disclosure therein in any way other than as discussed above. As a result, this Amendment No. 2 continues to speak as of October 15, 2007, except for the certifications referenced above, which speak as of the filing date of this Amendment
No. 2.

TABLE OF CONTENTS



|                                 |  |   |  | 
|-------------------------------- |  | - |  | 
|PART II                          |  |  
|ITEM 15. CONTROLS AND PROCEDURES |  | 1
|                                 | 
|PART III                         |  |  
|ITEM 19. EXHIBITS                |  | 1
|SIGNATURES                       |  | 4



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PART II



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of
disclosure controls and procedures. We maintain disclosure controls and procedures, as such term is defined in Rules 13a  15(e) and 15(a)  15(e) under the Securities Exchange Act of 1934 (the Exchange Act), as
amended, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Acting Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving
the desired control objectives.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision
and with the participation of the Companys management, including our Acting Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year covered by
this report. Our Acting Chief Executive Officer and our Chief Financial Officer assumed their positions and responsibilities with us starting as of September 1, 2006 and July 18, 2007, respectively, and have relied upon the representations of
management and employees regarding disclosure controls and procedures for the periods prior to the assumption of their current positions. Based on the evaluation, our Acting Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were effective at the reasonable assurance level.

PART III



|ITEM 19. | EXHIBIT INDEX
|-------- | -------------



|          |  |                                                                                                                                                              
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits  |  | Description                                                                                                                                                  
|          | 
|1.1(1)    |  | Restated Memorandum of Association of ASAT Holdings Limited.                                                                                                 
|          | 
|1.2(1)(7) |  | Restated Articles of Association of ASAT Holdings Limited, as amended.                                                                                       
|          | 
|2.1(1)    |  | Form of Deposit Agreement between ASAT Holdings Limited and The Bank of New York.                                                                            
|          | 
|2.2(1)    |  | Form of ADR (included in Exhibit 4.1).                                                                                                                       
|          | 
|2.3(1)    |  | Form of specimen certificate representing ordinary shares of ASAT Holdings Limited.                                                                          
|          | 
|4.1(2)    |  | ASAT Holding Limited Stock Option Plan.                                                                                                                      
|          | 
|4.3(2)    |  | Form of ASAT Holdings Non-Qualified Stock Option Agreement.                                                                                                  
|          | 
|4.4(3)    |  | Supply Agreement dated March 8, 2001 entered into among ASAT Limited, Talent Focus Limited and QPL Limited.                                                  
|          | 
|4.5(4)    |  | Lease Agreement dated as of August 8, 2002 between Dongguan Changan County Changshi Development Company and TTimerson Limited.                               
|          | 
|4.6(5)    |  | Indenture dated as of January 26, 2004, between New ASAT (Finance) Limited, ASAT Holdings Limited and its subsidiaries, and The Bank of New York, as trustee.



1



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|         |  |                                                                                                                                                                                          
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | 
|4.7(5)   |  | Form of 9.25% Senior Note due 2011 (included in Exhibit 4.6).                                                                                                                            
|         | 
|4.8(5)   |  | Lease Agreement dated as of May 7, 2004 among Dongguan Changan County Changshi Development Company, Dongguan Changan ASAT Semiconductor Assembly and Test Factory and Timerson
Limited.  
|         | 
|4.9(6)   |  | Supply Agreement dated as of May 1, 2004 entered into among ASAT Limited, Talent Focus Industries Limited and QPL Limited.                                                               
|         | 
|4.10(6)  |  | Supply Agreement dated June 23, 2005 entered into among ASAT Limited, Talent Focus Industries Limited and QPL Limited.                                                                   
|         | 
|4.11(7)  |  | Amended and Restated Supply Agreement dated October 27, 2005 entered into among ASAT Limited, Talent Focus Industries Limited and QPL Limited.                                           
|         | 
|4.12(6)  |  | Purchase Money Loan Agreement dated as of July 31, 2005 among ASAT Holdings Limited, the Lenders named therein, and Asia Opportunity Fund, L.P.                                          
|         | 
|4.13(7)  |  | Amended and Restated Securities Purchase Agreement dated as of October 27, 2005 among ASAT Holdings Limited and the purchasers party thereto.                                            
|         | 
|4.14(7)  |  | Amended and Restated Shareholders Agreement dated November 10, 2005, by and among ASAT Holdings Limited and the shareholders party thereto.                                              
|         | 
|4.18(8)  |  | Form of Warrant Agreement between ASAT Holdings Limited and U.S. Bank National Association.                                                                                              
|         | 
|4.19(9)  |  | Second Supplemental Indenture dated as of August 27, 2007 between New ASAT (Finance) Limited, ASAT Holdings Limited and its guarantor subsidiaries, and The Bank of New York, as
trustee.
|         | 
|4.20(9)  |  | Waiver and Amendment Agreement dated as of August 23, 2007 among ASAT Holdings Limited, the Lenders named therein, and Asia Opportunity Fund, L.P.                                       
|         | 
|4.21(9)  |  | Revolving Credit Facility Agreement dated as of September 21, 2007 among X Y and Z (original in Chinese; English translation provided).*                                                 
|         | 
|4.22(9)  |  | Form of Warrant to Bondholders.                                                                                                                                                          
|         | 
|4.23(9)  |  | Form of Warrant to Lenders.                                                                                                                                                              
|         | 
|8.0(9)   |  | Subsidiaries of the Registrant.                                                                                                                                                          
|         | 
|11.0(6)  |  | Code of Ethics.                                                                                                                                                                          
|         | 
|12.1(10) |  | Certification of the Acting Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                  
|         | 
|12.2(10) |  | Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                         
|         | 
|13.1(11) |  | Certification of the Acting Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.          
|         | 
|13.2(11) |  | Certification of the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                 
|         | 
|14.0(3)  |  | Letter re Andersen Assurances.                                                                                                                                                           



|(1) | Incorporated herein by reference to Registrants Registration Statement on Form F-1 filed on July 7, 2000 (Registration No. 333-12124).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated herein by reference to Registrants Registration Statement on Form S-8 filed on February 13, 2001 (Registration No. 333-55464).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated herein by reference to Registrants Annual Report on Form 20-F filed on June 28, 2002.
|--- | ---------------------------------------------------------------------------------------------------



2



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|(4) | Incorporated herein by reference to Registrants Annual Report on Form 20-F filed on July 28, 2003.
|--- | ---------------------------------------------------------------------------------------------------



|(5) | Incorporated herein by reference to Registrants Annual Report on Form 20-F filed on July 9, 2004.
|--- | --------------------------------------------------------------------------------------------------



|(6) | Incorporated herein by reference to Registrants Annual Report on Form 20-F filed on August 2, 2005.
|--- | ----------------------------------------------------------------------------------------------------



|(7) | Incorporated herein by reference to Registrants Quarterly Report on Form 6-K filed on January 11, 2006.
|--- | --------------------------------------------------------------------------------------------------------



|(8) | Incorporated herein by reference to Registrants Registration Statement on Form F-1 filed on January 27, 2006.
|--- | --------------------------------------------------------------------------------------------------------------



|(9) | Previously filed as an exhibit to Registrants Annual Report on Form 20-F for the year ended April 30, 2007 filed on October 15, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



|(10) | Filed herewith.
|---- | ---------------



|(11) | Furnished herewith.
|---- | -------------------



|* | Certain portions of this exhibit have been omitted based upon a request for confidential treatment. The omitted portions will be separately submitted to the Securities and Exchange
Commission.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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SIGNATURES

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



|                  |  |  |  |                       |  |                               
|----------------- |  |  |  | --------------------- |  | ------------------------------
|                  |  |  |  | ASAT HOLDINGS LIMITED
|                  |  |  | 
|Date: May 6, 2008 |  |  |  | By:                   |  | /s/    Tung Lok Li            
|                  |  |  |  | Name:                 |  | Tung Lok Li                   
|                  |  |  |  | Title:                |  | Acting Chief Executive Officer
|                  |  |  | 
|Date: May 6, 2008 |  |  |  | By:                   |  | /s/    Kei Hong Chua          
|                  |  |  |  | Name:                 |  | Kei Hong Chua                 
|                  |  |  |  | Title:                |  | Chief Financial Officer       



4