UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 000-31052

Gemplus International S.A.

(Exact name of registrant as specified in its charter)

46A, Avenue J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
(011-352) 2600-5226
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ordinary shares, no nominal value per share
(Title of each class of securities covered by this Form)

None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	o	Rule 12h-3(b)(1)(i)	o
Rule 12g-4(a)(1)(ii)	o	Rule 12h-3(b)(1)(ii)	o
Rule 12g-4(a)(2)(i)	þ	Rule 12h-3(b)(2)(i)	o
Rule 12g-4(a)(2)(ii)	o	Rule 12h-3(b)(2)(ii)	o
		Rule 15d-6	o

     Approximate number of holders of record of Ordinary shares as of the certification or notice date: 1.

     Pursuant to the requirements of the Securities Exchange Act of 1934, Gemplus International S.A. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: May 1, 2007	By:	/s/ Eke Bijzitter
		Name:	Eke Bijzitter
		Title:	Chief Executive Officer