8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 14, 2008

INTERNATIONAL RECTIFIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-7935	95-1528961
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)
233 Kansas Street
El Segundo, California		90245
(Address of principal executive offices)		(Zip Code)

(310) 726-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(a)  On September 19, 2007, International Rectifier Corporation (the “Company”) reported that it had received a letter dated September 17, 2007 from NYSE Regulation, Inc. (the “NYSE”), stating that the Company was not in compliance with NYSE Listed Company Manual Section 802.01E because it had not timely filed its Annual Report on Form 10-K for its fiscal year ended June 30, 2007.  In that September 17, 2007 letter, the NYSE set out certain procedures that the Company would need to follow in order to extend its listing beyond six months following the date that the Annual Report was due.

On March 17, 2008, the Company received a letter dated March 14, 2008 from the NYSE stating that, in response to the Company’s application for additional time to complete the Annual Report, the NYSE has agreed to provide the Company with up to a three–month trading period (namely up to June 17, 2008), subject to reassessment by the NYSE on an ongoing basis, within which to file its Annual Report on Form 10-K for the year ended June 30, 2007 with the Securities and Exchange Commission.  A copy of that March 14, 2008 letter is attached as Exhibit 99.1 and incorporated herein by reference.

The NYSE has advised the Company that it will closely monitor the Company’s progress regarding the completion of its June 30, 2007 Annual Report.  If the Company does not complete and file the Annual Report by June 17, 2008, the Company can once again be reassessed by the NYSE for an additional trading period of up to three additional months.

The delay in the Company’s June 30, 2007 Annual Report arises from the previously disclosed investigation being conducted by the Audit Committee of the Company’s Board of Directors, and the reconstruction and restatement of financial statements and other matters described in the Company’s public filings with the Securities and Exchange Commission.  The Company’s shares remain listed on the NYSE, and the Company is working diligently to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2007 in compliance with the June 17, 2008 date established by the NYSE.

The foregoing description of the March 14, 2008  NYSE letter is not complete and is qualified in its entirety by reference to the actual letter, a copy of which is filed as Exhibit 99.1 hereto.

In furtherance of the March 14, 2008 NYSE letter, on March 19, 2008, the Company issued a press release announcing the NYSE’s decision to grant the additional three-month trading period as well as the NYSE’s ongoing monitoring of the matter.

Cautionary Information Regarding Forward-looking Statements

This Form 8-K includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, among other things, our statement that the Company is working diligently to file its Form 10-K for the fiscal year ended June 30, 2007 in compliance with the June 17, 2008 date established by the NYSE.   There can be no assurance that the Company will be able to file the Form 10-K within the time required by the NYSE rule and further discretionary extensions, if any. If the Company cannot timely file within the time required by the NYSE, then the Company’s common stock may become delisted from the exchange which, among other things, would adversely affect the ability to trade such shares freely, restrict liquidity in the market for such shares and have a material adverse affect on our stock price.  Forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected. Factors that could affect the Company’s actual results include unanticipated delays in the conclusion of the Company’s ongoing investigation and the reconstruction and restatement of the Company’s financial statements and the effects of other various risk factors and uncertainties disclosed in the Company’s reports filed with the

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Securities and Exchange Commission, including its most recent reports (not including financial information) on Forms 8-K, 10-K and 10-Q. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Item 7.01              Regulation FD Disclosure.

As described in Item 3.01 above, on March 19, 2008, the Registrant has issued a press release describing, among other things, receipt of a letter from the NYSE.  A copy of the Registrant’s press release is attached as Exhibit 99.2 and incorporated herein by reference.

The information in this Item 7.01 of this report on Form 8-K, including Exhibit 99.2, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report.  The furnishing of the information in this Item 7.01 of this report is not intended to and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.

Item 9.01.           Financial Statements and Exhibits.

(d)                             Exhibits

Exhibit Number	Description
99.1	Letter, dated March 14, 2008, issued by NYSE Regulation,  Inc. regarding International Rectifier Corporation.
99.2	Press release, dated March 19, 2008, issued by International Rectifier Corporation regarding its listing status.

 SIGNATURES

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.

	INTERNATIONAL RECTIFIER
	CORPORATION
Date:  March 19, 2008	By	/s/ Donald R. Dancer
		Donald R. Dancer,
		Executive Vice President and Chief Administrative Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Letter, dated March 14, 2008, issued by NYSE Regulation, Inc. regarding International Rectifier Corporation.
99.2	Press release, dated March 19, 2008, issued by International Rectifier Corporation regarding its listing status.

EX-99.1

Exhibit 99.1

NYSE Regulation	Glenn W. Tyranski, CPA Senior Vice PresidentFinancial Compliance
	NYSE Regulation, Inc./20 Broad StreetNew York, New York 10005t 212.656.5142/ f 212.656.5780
	gtryanski@nyse.com

March 14, 2008

Mr. Oleg Khaykin

President & Chief Executive Officer

International Rectifier Corporation

233 Kansas Street

El Segundo, CA  90245-4382

Dear Mr. Khaykin:

Over the past several weeks, we have been in contact with both your executive officers and other advisors of your Company regarding the current late filer situation.  We appreciate the assistance we have received thus far from Lawrence A. Michlovich, Vice President and Assistant General Counsel, and his continued cooperation.  As you are aware, International Rectifier Corporation (the “Company”) has been monitored and is under review by the NYSE in light of its delay in filing with the Securities and Exchange Commission (“SEC”) its June 30, 2007 Form 10-K and Form 10-Q filings for March 31, 2007, September 30, 2007 and December 31, 2007 and remains on our “late filers” list.

We have reviewed your correspondence with the NYSE on this issue, including your letter dated March 5, 2008 to request up to a six-month trading period through September 17, 2008 to complete and file the June 30, 2007 Form 10-K, pursuant to the NYSE’s late filer rules outlined in Section 802.01E of the Listed Company Manual.

We presented this information at the NYSE’s Listings and Compliance Committee (“Committee”) for final disposition on March 13, 2008 and the Committee agreed to provide the Company with up to a three-month trading period, subject to reassessment on an ongoing basis.  NYSE senior management has approved the Committee’s decision.

Therefore, we are prepared to continue the listing of the Company at this time and will closely monitor the Company’s progress with the milestones and timing outlined in its March 5, 2008 letter.  Failure to achieve these interim milestones could result in accelerated trading suspension prior to the end of the three-month trading period.  If the Company does not complete its June 30, 2007 Form 10-K filing by June 17, 2008, it can once again be reassessed for an additional trading period that we would reconsider.  However, in the event that the Company does not complete its June 30, 2007 Form 10-K filing with the SEC by September 17, 2008 (the maximum additional trading period), the NYSE will move forward with the initiation of suspension and delisting procedures.

In addition, please note that we will also continue to monitor the Company’s progress on its other delayed filings as part of our continued listing assessment.  We will maintain the “LF” indicator on the Company’s securities and include the Company on the “late filer” list on nyse.com until such time as the Company is current with all of its periodic SEC filings.

We would strongly recommend that the Company consider issuance of disclosure regarding the NYSE’s decision to grant the additional three-month trading period as well as our ongoing review of the Company.  We are happy to review with you any drafts of this disclosure.

Thank you for your attention to this matter.  Please continue to be proactive in your discussions with the NYSE and update us regarding planned initiatives as needed.  Please acknowledge your acceptance of the terms of this letter by signing the enclosed copy of this letter.  If you have any further questions, do not hesitate to call.

Sincerely,	ACKNOWLEDGED AND AGREED TO:
	Mr. Oleg Khaykin President & Chief Executive Officer
	3/17/08
	Date

cc:Lawrence A. Michlovich, International Rectifier Corporation

Richard Wohlmacher, NYSE

Enclosure

EX-99.2

Exhibit 99.2

International Rectifier Receives New York Stock Exchange Listing Extension

EL SEGUNDO, Calif. —(BUSINESS WIRE)—March 19, 2008—International Rectifier Corporation (NYSE:IRF) today announced that it has received a three-month extension for continued listing and trading on the New York Stock Exchange (NYSE). The extension, which is subject to reassessment by the NYSE on an ongoing basis, provides the Company until June 17, 2008 to file its Annual Report on Form 10-K for the year ended June 30, 2007 with the Securities and Exchange Commission.

The NYSE has advised the Company that it will closely monitor the Company’s progress regarding the completion of its June 30, 2007 Annual Report.  If the Company does not complete and file the Annual Report by June 17, 2008, the Company can once again be reassessed by the NYSE for an additional trading period of up to three additional months.

The delay in the Company’s June 30, 2007 Annual Report arises from the previously disclosed investigation being conducted by the Audit Committee of the Company’s Board of Directors, and the reconstruction and restatement of financial statements and other matters described in the Company’s public filings with the Securities and Exchange Commission.  The Company’s shares remain listed on the NYSE, and the Company is working diligently to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2007 in compliance with the June 17, 2008 date established by the NYSE.

About International Rectifier

International Rectifier Corporation (NYSE:IRF) is a world leader in power management technology. IR’s analog, digital, and mixed signal ICs, and other advanced power management products, enable high performance computing and save energy in a wide variety of business and consumer applications.  Leading manufacturers of computers, energy efficient appliances, lighting, automobiles, satellites, aircraft, and defense systems rely on IR’s power management solutions to power their next generation products. For more information, go to www.irf.com.

Cautionary Information Regarding Forward-looking Statements

This press release includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, among other things, our statement that the Company is working diligently to file its Form 10-K for the fiscal year ended June 30, 2007 in compliance with the June 17, 2008 date established by the NYSE. There can be no assurance that the Company will be able to file the Form 10-K within the time required by the NYSE rule and further discretionary extensions, if any.  If the Company cannot timely file within the time required by the NYSE, then the Company’s common stock may become delisted from the exchange which, among other things, would adversely affect the ability to trade such shares freely, restrict liquidity in the market for such shares and have a material adverse affect on our stock price. Forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected. Factors that could affect the Company’s actual results include unanticipated delays in the conclusion of the Company’s ongoing investigation and the reconstruction and restatement of the Company’s financial statements and the effects of other various risk factors and uncertainties disclosed in the Company’s reports filed with the SEC, including its most recent reports (not including financial information) on Forms 8-K, 10-K and 10-Q. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

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Company contact:

Investors

Portia Switzer

310.726.8254

Chris Toth

310.252.7731

Media

Graham Robertson

310.726.8512