6-K

UNITED STATES

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

Commission File Number 0-20281

CREATIVE TECHNOLOGY LTD.

(Exact name of Registrant as specified in its charter)

SINGAPORE

(Jurisdiction of incorporation or organization)

31 International Business Park

Creative Resource

Singapore 609921

(Address of principal executive offices)

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

Form 20-F  x                                         Form 40-F  ¨

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b):82 N/A

On April 19, 2008, Creative issued an earnings release announcing its third quarter 2008 results. A copy of the earnings release dated April 19, 2008 is attached hereto as Exhibit 99.1.

Exhibit 99.1

  99.1 Earnings release of Creative dated April 19, 2008, filed with the Singapore Exchange Securities Trading Limited on April 19, 2008.

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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.

CREATIVE TECHNOLOGY LTD.

/S/ Ng Keh Long

Ng Keh Long

Chief Financial Officer

Date: April 22, 2008

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EX-99.1

Exhibit 99.1

CONTACT INFORMATION:
USA:	Asia:
Phil O’Shaughnessy	Wynne Leong
(408) 546-6773	(65) 6895-4120
poshaughnessy@creative.com	wynne.leong@ctl.creative.com

CREATIVE ANNOUNCES Q3 FY08 FINANCIAL RESULTS

SINGAPORE – Apr. 19, 2008– Creative Technology Ltd, a worldwide leader in digital entertainment products, today announced financial results for the third quarter of its 2008 fiscal year, ended March 31, 2008. All financial results are stated in U.S. dollars.

Revenues for the third quarter were $150.3 million, compared to revenues of $183.8 million for the same quarter last year. Net income was $3.0 million for the period, with earnings per share of $0.04. This compares to a net loss of $23.6 million with a loss per share of $0.28 including restructuring charges of $3.5 million for the same period last year.

“Our third quarter results came in below our expectations,” said Craig McHugh, president and COO of Creative Labs, Inc. “We are moving to reduce our operating expenses to bring them in line with our revenues and gross margins. As we reduce our operating expenses we expect to incur restructuring charges in the current and upcoming quarter. As we look forward we are targeting to maintain our fourth quarter revenues at about the same level as the third quarter.”

During the third quarter, Creative Chairman and CEO Sim Wong Hoo gave 668,800 of his personal Creative Shares as a gift to 972 employees of Creative. In accordance with US GAAP, the value of these Creative Shares in the amount of $3.0 million has been reported as a non-cash charge in the Company’s operating expenses for the third quarter.

Share Buyback Program

During the third quarter, Creative purchased 2.5 million shares under its share buyback program at an average price of $4.68.

# # #

About Creative

Creative is a worldwide leader in digital entertainment products. Famous for its Sound Blaster^® audio cards and for launching the multimedia revolution, Creative is now driving digital entertainment on the PC platform with products like its highly acclaimed ZEN portable audio and media players. Creative’s innovative hardware, proprietary technology, applications and services leverage the Internet, enabling consumers to experience high-quality digital entertainment — anytime, anywhere.

This announcement refers to products and pricing sold in the United States of America. Pricing and product availability are subject to change without notice. Sound Blaster and ZEN are trademarks or registered trademarks of Creative Technology Ltd. in the United States and/or other countries. All other trademarks are the property of their respective owners.

Safe Harbor for Forward-Looking Statements:

This press release contains forward-looking statements, including statements relating to Creative’s gross margins, operating expenses, and profitability. These forward-looking statements involve risks and uncertainties that could cause Creative’s actual results to differ materially. Such risks and uncertainties include: Creative’s ability to timely develop new products that gain market acceptance and to manage frequent product transitions; competitive pressures in the marketplace; a reduction or cancellation of sales orders for Creative products; accelerated declines in the average selling prices of Creative’s products or any prices of components; Creative’s ability to successfully integrate acquisitions; potential fluctuations in quarterly results due to the seasonality of Creative’s business and the difficulty of projecting such fluctuations; possible disruption in commercial activities caused by factors outside of Creative’s control, such as terrorism, armed conflict and labor disputes; a reduction in demand for computer systems, peripherals and related consumer products as a result of poor economic conditions, social and political turmoil; major health concerns; the proliferation of sound functionality in new products from competitors at the application software, chip and operating system levels; the deterioration of global equity markets; exposure to excess and obsolete inventory; Creative’s reliance on sole sources for many of its chips and other key components; component shortages which may impact Creative’s ability to meet customer demand; Creative’s ability to protect its proprietary rights; the vulnerability of certain markets to current and future currency fluctuations; the effects of restricted fuel availability and rising costs of fuel; fluctuations in the value and liquidity of Creative’s investee companies. For further information regarding the risks and uncertainties associated with Creative’s business, please refer to its filings with the SEC, including its Form 20-F for fiscal 2007 filed with the SEC. Creative undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in Creative’s expectations.

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CREATIVE TECHNOLOGY LTD.

CONSOLIDATED BALANCE SHEETS

(In US$’ 000)

	(Unaudited)
	March 31, 2008		June 30, 2007
ASSETS
Current Assets:
Cash and cash equivalents	$	324,125	$	250,480
Accounts receivable, net		91,198		110,520
Inventory		95,697		134,911
Other assets and prepaids		46,925		40,308
Total current assets		557,945		536,219
Property and equipment, net		65,869		97,696
Investments		47,138		80,121
Other non-current assets		3,912		8,997
Total Assets	$	674,864	$	723,033
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	55,706	$	66,778
Accrued liabilities		93,510		92,898
Income taxes payable		20,478		21,349
Current portion of long term obligations and others		4,365		3,934
Total current liabilities		174,059		184,959
Long term obligations		126,750		129,131
Minority interest in subsidiaries		377		373
Shareholders’ equity		373,678		408,570
Total Liabilities and Shareholders’ Equity	$	674,864	$	723,033

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CREATIVE TECHNOLOGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In US$’ 000, except per share data)

(Unaudited)

	Three months ended March 31,						Nine months ended March 31,
	2008			2007			2008			2007
Sales, net	$	150,302		$	183,828		$	597,395		$	749,696
Cost of goods sold		115,642			145,845			462,288			605,163
Gross profit		34,660			37,983			135,107			144,533
Operating expenses:
Selling, general and administrative		36,086			44,521			107,487			138,714
Research and development		15,334			18,035			46,988			48,856
Chairman’s gift of shares to employees		2,972			—			2,972			—
Total operating expenses		54,392			62,556			157,447			187,570
Operating loss		(19,732	)		(24,573	)		(22,340	)		(43,037	)
Gain (loss) from investments, net		16,018			(1,276	)		18,299			(1,768	)
Interest income		2,738			3,085			8,506			7,264
Interest expense		(1,305	)		(2,798	)		(4,610	)		(8,547	)
Others		5,813			2,976			13,264			111,803
Income (loss) before income taxes and minority interest		3,532			(22,586	)		13,119			65,715
Income tax expense		(485	)		(529	)		(1,135	)		(19,029	)
Minority interest in loss (income)		—			(498	)		1			815
Net income (loss)	$	3,047		$	(23,613	)	$	11,985		$	47,501
Basic earnings (loss) per share:	$	0.04		$	(0.28	)	$	0.15		$	0.57
Weighted average ordinary shares outstanding (‘000)		81,259			83,484			82,588			83,400
Diluted earnings (loss) per share:	$	0.04		$	(0.28	)	$	0.15		$	0.57
Weighted average ordinary shares		81,316			83,484			82,641			83,934
and equivalents outstanding (‘000)

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CREATIVE TECHNOLOGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Increase (decrease) in cash and cash equivalents (in US$’000)

(Unaudited)

	Nine Months Ended March 31,
	2008			2007
Cash flows from operating activities:
Net income	$	11,985		$	47,501
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of fixed assets		7,359			11,697
Amortisation of intangible assets		303			1,148
Deferred share compensation amortization		1,069			1,350
Minority interest in loss		(1	)		(815	)
Equity share in loss of unconsolidated investments		1,914			788
(Gain) loss on disposal of fixed assets		331			(2,094	)
Write downs of investments and other non-current assets		14,478			1,442
Gain from investments, net		(24,532	)		(93	)
Gains on disposal of subsidiary		(6,973	)		419
Deferred income taxes, net		(25	)		(80	)
Gains on disposal of interests in associated company		(972	)		—
Foreign currency exchange gain		(8,522	)		(4,944	)
Dividend income		(883	)		(419	)
Chairman’s gift of shares to employees		2,972			—
Changes in assets and liabilities, net:
Accounts receivable		66,444			13,812
Inventory		7,598			81,531
Other assets and prepaids		(7,376	)		14,556
Accounts payable		3,813			(53,635	)
Accrued and other liabilities		1,808			(12,530	)
Income taxes		97			(1,748	)
Net cash provided by operating activities		70,887			97,886
Cash flows from investing activities:
Capital expenditures, net		(8,716	)		(4,212	)
Proceeds from sale of fixed assets		107			4,064
Proceeds from investments		32,259			121
Proceeds from sale of subsidiary		5,692			—
Purchase of investments		(4,005	)		(1,135	)
Increase in other non current assets, net		—			(873	)
Dividend income received		883			419
Net cash provided by (used in) investing activities		26,220			(1,616	)
Cash flows from financing activities:
Proceeds from exercise of ordinary share options		14			1,502
Repurchase of ordinary shares		(20,218	)		—
Repayments of debt obligations		(2,172	)		(2,967	)
Repayments of capital leases		(10	)		(950	)
Dividends paid		(11,528	)		(20,855	)
Dividends paid to minority interest		—			(400	)
Net cash used in financing activities		(33,914	)		(23,670	)
Net increase in cash and cash equivalents		63,193			72,600
Effects of exchange rate changes on cash and cash equivalent		10,452			5,912
Cash and cash equivalents at beginning of year		250,480			213,995
Cash and cash equivalents at end of the period	$	324,125		$	292,507

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CREATIVE TECHNOLOGY LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Ordinary Shares ‘000	Treasury Shares ‘000		Ordinary Shares $’000	Treasury Shares $’000		Other Reserves $’000	Unrealised Holding Gains (Losses) on Investments $’000		Retained Earnings $’000		Total $’000
Q308
Balance at July 1, 2007	83,622	—		300,086	—		53,949	24,240		30,295		408,570
Shares issued under employee options plans	4	—		14	—		—	—		—		14
Chairman’s gift of shares to employees	—	—		—	—		2,972	—		—		2,972
Purchase of treasury shares	—	(4,500	)	—	(20,218	)	—	—		—		(20,218	)
Dividends paid	—	—		—	—		—	—		(11,528	)	(11,528	)
Amortization of deferred share compensation	—	—		—	—		1,069	—		—		1,069
Comprehensive loss	—	—		—	—		—	(19,186	)	11,985		(7,201	)
Balance at March 31, 2008	83,626	(4,500	)	300,100	(20,218	)	57,990	5,054		30,752		373,678
Q307
Balance at July 1, 2006	83,271	—		298,474	—		52,265	19,453		22,961		393,153
Shares issued under employee options plans	327	—		1,502	—		—	—		—		1,502
Purchase of treasury shares	—	—		—	—		—	—		—		—
Dividends paid	—	—		—	—		—	—		(20,855	)	(20,855	)
Amortization of deferred share compensation	—	—		—	—		1,350	—		—		1,350
Comprehensive loss	—	—		—	—		—	(1,691	)	47,501		45,810
Balance at March 31, 2007	83,598	—		299,976	—		53,615	17,762		49,607		420,960

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CREATIVE TECHNOLOGY LTD.

SUPPLEMENTAL FINANCIAL INFORMATION

	Three months ended
	Mar 31, 2008		Dec 31, 2007		Mar 31, 2007
Revenue by geographical region :
Americas	29	%	27	%	32	%
Europe	46	%	53	%	49	%
Asia and rest of the world	25	%	20	%	19	%
Revenue by product category :
Personal Digital Entertainment	47	%	56	%	52	%
Audio	16	%	12	%	17	%
Speakers and Headphones	28	%	25	%	24	%
Others	9	%	7	%	7	%

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