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 17, 2007

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 77-0057842
(I.R.S. Employer Identification No.)

2900 Lakeside Drive
Santa Clara, California 95054-2831
(Address of principal executive offices, with zip code)

(408) 855-4900
(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 8.01 Other Events

On January 17, 2007, at the special meeting of the stockholders of Alliance Semiconductor Corporation (“Alliance”), a majority of Alliance’s outstanding shares were voted in favor of a proposal to adopt and approve the Purchase Agreement Regarding Limited Partnership Interest, dated as of December 1, 2006 (the “Purchase Agreement”) between QTV Capital Limited and Alliance (“QTV”).

Under the terms of the purchase agreement governing the transaction, QTV Capital Limited has agreed to pay $123.6 million in cash for all of the limited partnership and general partnership interests in the five Alliance partnerships, which collectively hold a number of private company investments.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 18, 2007.

-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.

	ALLIANCE SEMICONDUCTOR CORPORATION
Date: January 18, 2007	By:	/s/ Melvin L. Keating
		Melvin L. Keating
		President and Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 18, 2007.

-4-

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ALLIANCE SEMICONDUCTOR STOCKHOLDERS APPROVE AND ADOPT PURCHASE AGREEMENT

SANTA CLARA, Calif.—(BUSINESS WIRE)—January 18, 2007—Alliance Semiconductor Corporation (ALSC.PK) announced today that its stockholders have voted to approve the sale of a portfolio of venture securities held by five investment partnerships controlled by Alliance at the company’s special meeting of stockholders held yesterday in Santa Clara, California.

Under the terms of the purchase agreement governing the transaction, QTV Capital Limited has agreed to pay $123.6 million in cash for all of the limited partnership and general partnership interests in the five Alliance partnerships, which collectively hold a number of private company investments.

The transaction, which was first announced in a press release dated December 1, 2006, is expected to close shortly.

Forward-Looking Statements

Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “expects” identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for the Company or our subsidiaries to differ materially from those discussed in forward-looking statements include the satisfaction of all closing conditions contemplated by the purchase agreement related to the sale of the Alliance Ventures investment funds.

CONTACT:

Alliance Semiconductor Corporation, Santa Clara
Melvin L. Keating, 408-855-4900
President and Chief Executive Officer