x immediately upon filing.

o on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box : o

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per ADS	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share of Infineon Technologies AG	300,000,000 ADSs	$0.05	$15,000,000	$460.50

 

(1)	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.

 

 

 

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This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

 

The Prospectus consists of the form of American Depositary Receipt included as Exhibit (a)(2) to this Registration Statement, and incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Cross Reference

 

Item Number and Caption				Location in Form of Receipt Filed Herewith as Prospectus
1.	Name and address of depositary			Introductory Article
2.	Title of American Depositary Receipts and identity of deposited securities			Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	The amount of deposited securities represented by one unit of American Depositary Receipts		Face of American Depositary Receipt, upper right corner
	(ii)	The procedure for voting the deposited securities		Articles 14, 15 and 17
	(iii)	The collection and distribution of dividends		Articles 6, 10, 13, 14 and 17
	(iv)	The transmission of notices, reports and proxy soliciting material		Articles 12, 14, 15 and 17
	(v)	The sale or exercise of rights		Articles 13, 14, and 17
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Articles 14, 15, 16 and 17
	(vii)	Amendment, extension or termination of the deposit arrangement		Articles 19 and 20
	(viii)	Rights of holders of the American Depositary Receipts to inspect the transfer books of the depositary and the list of holders of American Depositary Receipts		Article 12
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Articles 2, 3, 4, 5, 6, 8, 9, 21 and 23
	(x)	Limitation upon the liability of the depositary		Articles 15, 16, 17, 20 and 22
3.	Fees and Charges			Articles 6 and 9

 

Item - 2. AVAILABLE INFORMATION

 

Statement that Infineon Technologies AG is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission

Article 12

 

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)

Form of Amended and Restated Deposit Agreement among Infineon Technologies AG as Issuer, Deutsche Bank Trust Company Americas as Successor Depositary and the Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. Previously filed as Exhibit (a) to Registration Statement No. 333-123389 and incorporated herein by reference.

 

(a)(2)

Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2)

 

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. None.

 

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)

Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466. Filed herewith as Exhibit (e).

 

(f)

Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)

If the amounts of fees charged are disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 22nd day of March, 2007.

 

		Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares each representing one Ordinary Share of Infineon Technologies AG.
		Deutsche Bank Trust Company Americas,
		as Depositary
		By: /s/Jeff Margolick
		Name: Jeff Margolick
		Title: Director
		By: /s/Clare Benson
		Name: Clare Benson
		Title: Vice President

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Infineon Technologies AG certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 22, 2007.

 

	INFINEON TECHNOLOGIES AG
	By: /s/Dr. Wolfgang Ziebart
	Name: Dr. Wolfgang Ziebart
	Title:   Chief Executive Officer and Member
	of the Management Board
	By: /s/Peter J. Fischl
	Name: Peter J. Fischl
	Title:   Chief Financial Officer and Member
	of the Management Board

 

 

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Rudolf von Moreau and Cornelius Simons, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on March 22, 2007, in the capacities indicated.

Signature		Title
/s/ Dr. Wolfgang Ziebart		Chief Executive Officer and Member of
Dr. Wolfgang Ziebart		the Management Board
/s/ Peter J. Fischl		Chief Financial Officer (Principal Financial and
Peter J. Fischl		Accounting Officer) and Member of the Management Board
/s/ Peter Bauer		Member of the Management Board
Peter Bauer
_______________		Member of the Management Board
Prof. Dr. Hermann Eul
/s/ Greg Bibbes		Authorized Representative in the United States
Greg Bibbes
General Counsel,
Infineon Technologies North America Corp

 

 

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INDEX TO EXHIBITS

 

Exhibit Number
(a)(2)		Form of American Depositary Receipt
(d)		Opinion of counsel to the Depositary as to the legality of the securities to be registered.
(e)		Rule 466 Certification

 

 

 

 

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