SEC FORM 5/A

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GRANT ROBERT

(Last)

(First)

(Middle)

233 KANSAS STREET

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL RECTIFIER CORP /DE/ [ IRF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Global Sales &

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
07/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/02/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/19/2004		A	932⁽¹⁾	A	$22.8	31,549⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to buy)	$11.8125						03/06/1996	03/05/2005	Common Stock	4,000		4,000	D
Non-Qualified Stock Option (Right to buy)	$17.5						06/21/1997	06/20/2006	Common Stock	5,555		5,555	D
Non-Qualified Stock Option (Right to buy)	$12.875						05/05/1998	05/04/2007	Common Stock	5,000		5,000	D
Non-Qualified Stock Option (Right to buy)	$21.25						08/25/1998	08/24/2007	Common Stock	2,715		2,715	D
Non-Qualified Stock Option (Right to buy)	$16.4375						10/10/1998	10/09/2007	Common Stock	3,000		3,000	D
Non-Qualified Stock Option (Right to buy)	$14.125						02/23/1999	02/22/2008	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (Right to buy)	$8.25						06/22/1999	06/21/2008	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (Right to buy)	$6						08/24/1999	08/23/2008	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (Right to buy)	$6.75						03/08/2000	03/07/2009	Common Stock	3,000		3,000	D
Non-Qualified Stock Option (Right to buy)	$17.4375						09/20/2000	09/19/2009	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$20.75						11/22/2000	11/21/2009	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$41.875						03/01/2001	02/28/2010	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (Right to buy)	$54.125						06/27/2001	06/26/2010	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$63.88						08/29/2001	08/28/2010	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$37.19						11/20/2001	11/19/2010	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$43.84						02/20/2002	02/19/2011	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$59.35						06/11/2002	06/10/2011	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (Right to buy)	$33.99						07/03/2002	07/02/2011	Common Stock	7,296		7,296	D
Non-Qualified Stock Option (Right to buy)	$34.85						08/22/2002	08/21/2011	Common Stock	65,000		65,000	D
Non-Qualified Stock Option (Right to buy)	$38.09						11/19/2002	11/18/2011	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (Right to buy)	$45.79						03/06/2003	03/05/2009	Common Stock	100,000		100,000	D
Non-Qualified Stock Option (Right to buy)	$21.74						08/28/2003	08/27/2009	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (Right to buy)	$25.35						11/25/2003	11/24/2009	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (Right to buy)	$19.49						03/11/2004	03/11/2010	Common Stock	40,000		40,000	D
Restricted Stock Purchase	$0						06/06/2004	06/06/2006	Common Stock	7,614		5,076	D
Non-Qualified Stock Option (Right to buy)	$27.09						06/06/2004	06/05/2013	Common Stock	20,466		20,466	D
Non-Qualified Stock Option (Right to buy)	$40.1						08/27/2004	08/26/2010	Common Stock	30,000		30,000	D
Restricted Stock Purchase	$0						08/27/2004	08/26/2006	Common Stock	2,000		2,000	D
Non-Qualified Stock Option (Right to buy)	$45.25						03/09/2005	03/08/2011	Common Stock	26,000		26,000	D

Explanation of Responses:

1. These shares were acquired through the Company's Stock Purchase Plan in January 2004.

2. The above mentioned shareholdings includes the following: 3,203 shares owned by my wife, Karie; 3,141 shares owned by me under the Company's 401(k) Plan; 1,346 shares owned by my wife under the Company's 401(k) Plan.

Remarks:

	Robert Grant	08/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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