SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2006

Commission File Number 000-51122

pSivida Limited

(Translation of registrant’s name into English)

Level 12 BGC Centre

28 The Esplanade

Perth WA 6000

(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 ý        Form 40-F o

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

Yes o        No ý

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, pSivida Limited, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 31, 2006

	pSivida Limited
	By:	/s/ Michael J. Soja
		Michael J. Soja
		Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT 99.1	Supplemental Disclosure of pSivida Limited Related To Amendment Agreement, Dated as of July 28, 2006.
EXHIBIT 99.2	Amendment Agreement
EXHIBIT 99.3	Form of Amended and Restated Note
EXHIBIT 99.4	Form of Series A Warrant
EXHIBIT 99.5	Form of Series B Warrant
EXHIBIT 99.6	Form of Amended and Restated Registration Rights Agreement

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