Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
DING JAMES
 2. Issuer Name and Ticker or Trading Symbol
ASIAINFO HOLDINGS INC [ASIA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

4/F ZHONGDIAN INFORMATION TOWER, 6 ZHONGGUANCUN S. ST., HAIDIAN DIST.		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


BEIJING, F4 100086		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 03/07/2005   S4(4) 125,000 D $ 8.2 1,581,229 D  
Common Stock 08/23/2005   G 33,176 D $ 0 1,548,053 D  
Common Stock 08/23/2005   J(5) 240,000 D $ 0 1,308,053 D  
Common Stock 08/23/2005   J(6) 6,000 D $ 0 0 I In a revocable trust for the benefit of Rene Ding
Common Stock 08/23/2005   J(7) 246,000 A $ 0 246,000 I In New Media China Investment I, Ltd. , which is beneficially owned by James Ding
Common Stock             86,947 I In a grantor retained annuity trust for the benefit of James Ding and his family

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options(Right to acquire Common Stock) $ 2.75           11/15/1998 11/15/2007 Common Stock
300,000
  300,000
D
 
Stock Options(Right to acquire Common Stock) $ 7.6           10/04/1999 10/04/2009 Common Stock
345,000
  345,000
D
 
Stock Options(Right to acquire Common Stock) $ 4.03           08/15/2003 08/15/2012 Common Stock
200,000
  200,000
D
 
Pre-paid variable delivery forward contract $ 0 (1)           05/22/2006 05/22/2006 Common Stock
200,000
  200,000
D
 
Pre-paid variable delivery forward contract $ 0 (2)           01/24/2007 01/24/2007 Common Stock
250,000
  250,000
D
 
Restricted Stock Units (right to acquire common stock) $ 0 12/26/2005   A4 5,000   12/26/2006(3) 12/26/2009 Common Stock
5,000
$ 0 5,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DING JAMES
4/F ZHONGDIAN INFORMATION TOWER
6 ZHONGGUANCUN S. ST., HAIDIAN DIST.
BEIJING, F4 100086		   X      

Signatures

James Ding 02/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) See Note 5 on Mr. Ding's Form 4 for May 22, 2003 filed with the SEC on May 27, 2003.
(2) Obligation to sell Common Stock.
(3) 5,000 restricted stock units were granted on December 26, 2005 and vest on an annual schedule of 25% each, beginning on the first anniversary of the grant date. Upon each vesting, one share of common stock shall be issuable for each restricted stock units on such vest date.
(4) On March 7, 2005, Mr. Ding delivered 125,000 shares to Morgan Stanley & Co. International Limited ("MSCIL") pursuant to a pre-paid variable delivery forward transaction involving delivery of up to 250,000 shares entered into by Mr. Ding and MSCIL on March 6, 2002 and the Closing of Pre-paid Variable Delivery Forward Transaction dated on August 5, 2003, which set the number of closed shares as 125,000.
(5) 240,000 Shares were Re-registered from James Ding to New Media China Investment I, Ltd. on August 23, 2005.
(6) 6,000 Shares were Re-registered from a trust to New Media China Investment I, Ltd. on August 23, 2005.
(7) See the Note 5 and Note 6.

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