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 25, 2007

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

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

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))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 25, 2007, Alliance Semiconductor Corporation (“Alliance”) completed the previously announced sale of the limited partnership and general partnership interests in five wholly owned Alliance Ventures investment partnerships, which collectively hold a portfolio of private company securities, to AVM Capital L.P., an affiliate of QTV Capital Limited, for $123.6 million paid in cash at closing. Alliance expects no material tax liability associated with the transaction. Pro forma information related to the transaction will be included in our Quarterly Report on Form 10-Q for the period ending December 31, 2006.

Attached as Exhibit No. 99.1 is the Press Release dated January 26, 2007, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
2.1	Purchase Agreement dated December 1, 2006 by and between Alliance Semiconductor Corporation and QTV Capital Limited (incorporated by reference from Exhibit No. 2.1 to the Current Report on Form 8-K filed on December 7, 2006).
99.1	Press Release dated January 26, 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 26, 2007	By:	/s/ Melvin L. Keating
		Melvin L. Keating
		President and Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit No.	Description
2.1	Purchase Agreement dated December 1, 2006 by and between Alliance Semiconductor Corporation and QTV Capital Limited (incorporated by reference from Exhibit No. 2.1 to the Current Report on Form 8-K filed on December 7, 2006).
99.1	Press Release dated January 26, 2007.

-4-

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ALLIANCE SEMICONDUCTOR CLOSES ON PURCHASE AGREEMENT

SANTA CLARA, Calif.—(BUSINESS WIRE)—January 26, 2007—Alliance Semiconductor Corporation (ALSC.PK) announced that on January 25, 2007, the company completed the previously announced sale of the limited partnership and general partnership interests in five wholly owned Alliance Ventures investment partnerships, which collectively hold a portfolio of private company securities, to AVM Capital L.P., an affiliate of QTV Capital Limited, for $123.6 million paid in cash at closing. Alliance expects no material tax liability associated with the transaction. Pro forma information related to the transaction will be included in the company’s Quarterly Report on Form 10-Q for the period ending December 31, 2006.

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 “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue,” “may,” “becoming,” “receiving” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that our projections will be achieved. 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 Alliance or our subsidiaries to differ materially from those discussed in forward-looking statements include: the possibility that Alliance may enter into additional transactions; litigation; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors.

CONTACT:

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