FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the date of April 322, 2009

000-51643

(Commission File Number)

PIXELPLUS CO., LTD.

(Translation of registrant’s name into English)

6th Floor, Gyeonggi R&DB Center

906-5 Iui-dong, Yeongtong-gu, Suwon-si

Gyeonggi-do, 443-766, The Republic of Korea

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F |X| Form 40-F | |

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(1); | |

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(7); | |

Indicate by check mark whether by furnishing the information contained on this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes | | No |X|

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

~~EXHIBIT~~Public ~~INDEX~~Notice for Convocation of the Extraordinary General Meeting of

ExhibitNumber		Description
99.1		Press release dated April 2, 2009 announcing final approval of settlement of shareholder class action lawsuit

Shareholders of Pixelplus Co., Ltd.

~~Exhibit~~We 99would like to inform our shareholders that the Extraordinary General Meeting of Shareholders of Pixelplus Co., Ltd. (the “Company”) will be held pursuant to Article 18 of the Articles of Incorporation of the Company and Article 354 of the Korean Commercial Code and that all shareholders registered as of May 1, 2009 are cordially invited to attend the Extraordinary General Meeting of Shareholders to be held at 10 a.m. on Friday, May 29, 2009. Please note the Extraordinary General Meeting of Shareholders will only be open to the registered shareholders as of May 1, 2009 and that the Company will close the shareholders register from May 2, 2009 to May 12, 2009.

Pixelplus Announces Final Approval of Settlement of Shareholder Class Action Lawsuit

Press Release

SEOUL, South Korea, April 2, 2009 — Pixelplus Co., Ltd. (Other OTC: PXPLY.PK), a fabless semiconductor company in Korea that designs, develops, and markets CMOS image sensors for consumer electronics applications, today announced that, on March 19, 2009, the United States District Court for the Southern District of New York granted final approval of the settlement of the previously-disclosed consolidated shareholder class action lawsuit commenced against the Company and certain of its current and former officers and directors in April 2006.

Based on this final approval by the Court and consistent with the terms of the settlement, all claims against the Company and its current and former officers and directors have been dismissed with prejudice and without any admission of liability or wrongdoing.

“Now that the Court has granted final approval of the settlement, Pixelplus may put this longstanding matter behind it and direct the Company’s energies and resources on its business objectives,” said Shane Y. Hong, Pixelplus’ General Counsel.

About Pixelplus Co., Ltd.

Pixelplus is a South Korea-based developer of high-performance, high-resolution, and cost-effective CMOS image sensors for use primarily in mobile camera phones. In addition to mobile phones, Pixelplus provides CMOS image sensors and SoC solutions for use in webcams and notebook embedded cameras, toys and games, and security and surveillance system applications.

As a fabless semiconductor company, Pixelplus is focused on creating proprietary design technologies to develop CMOS image sensors with sharp, colorful and enhanced image quality, size efficiency, and low power consumption.

Forward Looking Statement

This press release contains certain statements that are not historical in nature, but are “forward-looking statements” within the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or the negative of such words or other similar words. Pixelplus cautions readers that forward-looking statements are based on the Company’s current expectations, estimates, and assumptions about our company and our industry, and are subject to a number of risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. Investors are directed to Pixelplus’ reports and documents filed from time to time with the U.S. Securities and Exchange Commission for a description of various factors that should be considered before investing in Pixelplus’ securities. These factors may cause Pixelplus’

results to differ materially from the forward-looking statements made in this release. The forward-looking statements speak only as of the date of this press release and Pixelplus assumes no duty or obligation to update them to reflect new, changing, or unanticipated events or circumstances.

Contact:

Shane Y. Hong

Pixelplus Co., Ltd.

6th Floor, Gyeonggi R&DB Center

906-5 Iui-dong, Yeongtong-gu

Suwon-si, Gyeonggi-do, 443-766

Republic of Korea

+82-31-888-5300

Taylor Rafferty:

London – Emilia Whitbread at +44 (0) 20 7614 2900

New York – Jessica McCormick at +1 212 889 4350

Tokyo – Jiro Kawakami at +81 (0) 3 3221 9513

E-mail pixelplus@taylor-rafferty.com

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 thereunto duly authorized.


Pixelplus Co., Ltd.

By:		/s/ Seo-Kyu Lee
Name:		Seo-Kyu Lee
Title:		Chief Executive Officer

April 322, 2009

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