UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 0-15116
CUSIP Number: 826565103

(Check One):
¨ Form 10-K    ¨ Form 20-F    ¨ Form 11-K    ý Form 10-Q    ¨ Form N-SAR    ¨ Form N-CSR

For Period Ended: April 30, 2005

¨	Transition Report on Form 10-K	¨	Transition Report on Form 10-Q
¨	Transition Report on Form 20-F	¨	Transition Report on Form N-SAR
¨	Transition Report on Form 11-K

For the transition period ended: ___________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

___________________________________________________________

PART I
REGISTRANT INFORMATION

Sigma Designs, Inc.
Full Name of Registrant

1221 California Circle
Address of Principal Executive Office (Street and number)

Milpitas, California    95035
City, state and zip code

PART II
RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12-b-25(b), the following should be completed. (Check box if appropriate.)

ý (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report/portion thereof will be filed or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report/portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25 (c) has been attached if applicable.

PART III
NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Shortly before the filing deadline of its Form 10-Q for the period ended April 30, 2005, the management of Sigma Designs, Inc. (the "Company") determined that an adjustment with respect to the Company's financial statements was needed for the quarter ended April 30, 2005. The Company is currently revising such Form 10-Q in light of this development. The Company did not have sufficient time to make these revisions and timely file its Form 10-Q for the period ending April 30, 2005. The Company concluded that such adjustment has no impact on its previously filed financial statements. The Company will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

    Kit Tsui        (408)        262-9003     
   (Name)         (Area Code)     (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

ý Yes      ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨ Yes      ý No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Sigma Designs, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 10, 2005 By:/s/ Kit Tsui
Kit Tsui
Chief Financial Officer