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): ~~February~~March 910, 2009

SIRF TECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-50669

77-0576030

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

217 Devcon Drive

San Jose, California

95112

(Address of principal executive offices)

(Zip Code)

(408) 467-0410

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-.13e-4(c))

Item 8 5.0102. ~~Other~~Departure ~~Events.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously disclosed, on January~~March 2410, ~~2008~~2009, ~~SiRF~~Mr. Diosdado P. ~~Technology Holdings~~Banatao, ~~Inc.~~Executive ~~(“SiRF”)~~Chairman ~~entered into a loan~~ and ~~security~~Interim ~~agreement~~Chief ~~pursuant~~Executive toOfficer ~~which~~of SiRF ~~made~~Technology ~~two~~Holdings, ~~advances totaling $13~~Inc.~~5 million to a potential acquisition~~ ~~target in connection with SiRF’s proposal to acquire all outstanding shares of this entity. Subsequent to executing~~ (the ~~loan and security agreement~~“Company”), ~~SiRF~~accepted ~~decided not to proceed with the acquisition of the original borrower. As~~ a ~~result~~monthly ~~of changes~~salary ~~in circumstances, in the second quarter~~ of ~~2008, SiRF determined that it was no longer probable that the principal under the note receivable was fully recoverable and recorded an impairment charge of~~ $1130,000.8 ~~million.~~

OnPrior ~~February 9,~~to ~~2009,~~this ~~SiRF~~time ~~entered~~Mr. Banatao ~~into~~did anot ~~contingent~~receive ~~loan~~any ~~assignment~~compensation ~~and assumption agreement with the borrower and a third party~~ for ~~the assignment by SiRF of its~~ ~~interest~~his service as ~~a secured lender under~~ the ~~loan~~Company’s ~~and~~Executive ~~security~~Chairman ~~agreement. Under the terms of the loan assignment~~ and ~~assumption~~Interim ~~agreement,~~Chief inExecutive ~~the event of a change of control of the borrower with the third party~~Officer, onand ~~or before July~~Mr. ~~24,~~Banatao ~~2009,~~has ~~SiRF~~not ~~will receive~~received ~~SiRF~~any $9compensation ~~million,~~for ~~plus~~his ~~interest~~services ~~from~~to ~~January 31,~~the ~~2009. Otherwise~~Company, ~~the~~either ~~assignment~~in ~~and~~his ~~assumption~~capacity ~~agreement~~as ~~will~~an ~~become~~officer ~~void~~or ~~ab initio. SiRF is not~~ a ~~constituent~~director, ~~corporation~~since inaccepting the roles ~~potential~~of ~~transaction~~Executive ~~with~~Chairman ~~the~~and ~~borrower~~Interim ~~that~~Chief ~~would~~Executive ~~trigger the~~Officer ~~assignment~~effective ~~and assumption~~April 17, ~~accordingly, there can be no assurance whatsoever that SiRF will receive payment~~2008.

~~Forward~~Mr. Banatao’s ~~Looking~~monthly ~~Statements~~salary will be effective as of January 1, 2009 and was approved by the Compensation Committee of the Company’s Board of Directors, which is comprised solely of independent directors. This compensatory arrangement does not include any equity awards.

~~This report on Form 8~~-~~K contains “forward~~1-~~looking~~ statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent the current expectations and beliefs of SiRF’s management concerning future events and their potential effects on SiRF relating to the potential merger of the original borrower under the loan and security agreement with a third party and the contingent payment by the third party to SiRF of the amounts referenced above. These statements are based on the current beliefs and expectations of our management and are not guarantees of future performance and should not be considered as an indication of future performance. Each statement speaks only as of the date hereof and SiRF undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

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.

Dated: ~~February~~March 1316, 2009

SIRF TECHNOLOGY HOLDINGS, INC. By: /s/ Dennis Bencala ~~Name:~~ Dennis Bencala ~~Title:~~ Chief Financial Officer

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