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): January 3, 2008

ESS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

California	0-26660	94-2928582
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

48401 FREMONT BOULEVARD FREMONT, CA	94538
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 492-1088

N/A
(Former name or former address, if changed since last report.)

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))

TABLE OF CONTENTS

EXHIBIT 99.1

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

On January 3, 2008, ESS Technology, Inc. (“ESS” or the “Company”) received a Nasdaq Staff Determination letter indicating that ESS is not currently in compliance with Nasdaq’s requirements for continued listing as set forth in Marketplace Rules 4350(e) and 4350(g) due to the Company’s failure to hold its annual meeting of shareholders and to solicit proxies from its shareholders and that its securities are subject to delisting from the Nasdaq Stock Market. The Company will initiate the appeal process by requesting a hearing before the Nasdaq Listing Qualifications Panel in response to the letter. Pending a decision by the panel, ESS shares will remain listed on the Nasdaq Stock Market. There can be no assurance the panel will grant the Company’s request for continued listing. The Company issued a press release on January 9, 2008, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     99.1 Press Release dated January 9, 2008.

2

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 hereunto duly authorized.

Date: January 9, 2008	ESS TECHNOLOGY, INC.
	By:	/s/ Robert L. Blair
		Robert L. Blair
		President and Chief Executive Officer

EXHIBIT INDEX

99.1 Press Release dated January 9, 2008.

EX-99.1

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE
Contact Information:
ESS Technology, Inc.	Rebecca Mack
Investor Relations	Bergman Mack & Associates
(510) 492-1161	(949) 981-4496
	rebecca@bergmanmack.com

ESS TECHNOLOGY RECEIVES STAFF DETERMINATION

LETTER FROM NASDAQ

     FREMONT, Calif., January 9, 2008 — ESS Technology, Inc. (Nasdaq: ESST) today announced that on January 3, 2008 it received a Nasdaq Staff Determination letter indicating that ESS is not currently in compliance with Nasdaq’s requirements for continued listing as set forth in Marketplace Rules 4350(e) and 4350(g) due to ESS’s failure to hold its annual meeting of shareholders and to solicit proxies from its shareholders and that its securities are subject to delisting from the Nasdaq Stock Market. ESS will initiate the appeal process by requesting a hearing before the Nasdaq Listing Qualifications Panel in response to the letter. Pending a decision by the panel, ESS shares will remain listed on the Nasdaq Stock Market. There can be no assurance the panel will grant the Company’s request for continued listing.

     The Company stated that the reason for the delay in setting the annual meeting of shareholders was the activities of the Company’s Strategic Transaction Committee which, as previously disclosed, continues to be actively engaged in exploring the Company’s strategic alternatives. The Company stated that it did not wish to ask its shareholders to hold their annual meeting until the Board of Directors could report to the shareholders its decision as to strategic alternatives.

About ESS Technology

     ESS Technology, Inc. designs and markets high-performance digital video processors for the consumer market.

     ESS, headquartered in Fremont, California, has R&D, sales, and technical support offices worldwide. ESS Technology’s common stock is traded on the Nasdaq Global Market under the symbol “ESST”. ESS Technology’s web site address is: http://www.esstech.com.