SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For July 20, 2006

ACTIONS SEMICONDUCTOR CO., LTD.

15-1, No. 1 HIT Road

Tangjia, Zhuhai

Guangdong, 519085

The People’s Republic of China

(86-756) 339-2353

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    X      Form 40-F        

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes            No    X  

Actions Semiconductor Co., Ltd. (the “Company”) is furnishing under cover of Form 6-K a press announcement dated July 20, 2006, which announces the filing of a Form F-1 Registration Statement in respect of a planned public offering of American Depositary Shares by our selling shareholders named therein.

SIGNATURE

Pursuant to the requirements 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.

ACTIONS SEMICONDUCTOR CO., LTD
By:	/S/ David Lee
Name:	David Lee
Title:	Chief Financial Officer

Dated: July 20, 2006

Actions Semiconductor Files Registration Statement

for Public Offering of Secondary Shares

ZHUHAI, China, July 20, 2006 – Actions Semiconductor Co., Ltd. (Nasdaq: ACTS), one of China‘s leading fabless semiconductor companies that provides comprehensive mixed-signal system-on-a-chip solutions for portable consumer electronics, today announced that it has filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC) for a proposed offering of 12,000,000 American Depositary Shares (ADS) representing ordinary shares. All of the shares are being offered by stockholders of the Company. In addition, selling stockholders will grant the underwriters an option to purchase up to 1,800,000 additional ADSs to cover over-allotments, if any.

Morgan Stanley and Citigroup Global Markets Inc. will act as joint book-runners for the offering with Piper Jaffray & Co. acting as co-manager.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

When available, a copy of the prospectus may be obtained from Morgan Stanley‘s Prospectus Department at 1585 Broadway, New York, NY 10036-8200, (212) 761-6775 or Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58^th Street, 8th Floor, Brooklyn, NY 11220 (tel: 718-765-6732).

About Actions Semiconductor

Actions Semiconductor is one of China‘s leading fabless semiconductor companies that provides mixed-signal and multimedia SoC solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components and references to the providers of those components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The company is headquartered in Zhuhai, China, with offices in Beijing and Shenzhen. For more information, please visit the Actions Semiconductor website at www.actions-semi.com.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including financial projections and forecasts, involve risks and uncertainties that could cause Actions Semiconductor‘s actual results to differ materially from our current expectations. Factors that could cause Actions Semiconductor‘s results to differ materially from those set forth in these forward-looking statements include customers‘ cancellation or modification of their orders; our failure to accurately forecast demand for our products; the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results; our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture, test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors; and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission, including our Registration Statement on Form F-1 related to our initial public offering. Actions Semiconductor undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or changed assumptions or circumstances.

For More Information

Investor Contacts:
Suzanne Craig or Lisa Laukkanen	Chung Hsu
The Blueshirt Group	Director of Investor Relations
suzanne@blueshirtgroup.com or	Actions Semiconductor
lisa@blueshirtgroup.com	chung@actions-semi.com
415-217-4962 or	+86-756 3392 353 *1015
415-217-4967