SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                     FORM CB
                 TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

                                (AMENDMENT NO. 2)

Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to file this Form:

Securities Act Rule 801 (Rights Offering) [ ]

Securities Act Rule 802 (Exchange Offer) [X]

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [X]

Exchange Act Rule 14d-1(c)(Third Party Tender Offer) [X]

Exchange Act Rule 14e-2(d) (Subject Company Response) [ ]


                           Gemplus International S.A.
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                            (NAME OF SUBJECT COMPANY)

                                       n/a
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      (TRANSLATION OF SUBJECT COMPANY'S NAME INTO ENGLISH (IF APPLICABLE))

                                   Luxembourg
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        (JURISDICTION OF SUBJECT COMPANY'S INCORPORATION OR ORGANIZATION)

                   Gemalto N.V. (formerly Axalto Holding N.V.)
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                       (NAME OF PERSON(s) FURNISHING FORM)

                                  Common Stock
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                     (TITLE OF CLASS OF SUBJECT SECURITIES)

                         Common Stock ISIN LU012170629-4
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              (CUSIP NUMBER OF CLASS OF SECURITIES (IF APPLICABLE))

                                Frans Spaargaren
                            46A, Avenue J.F. Kennedy
                                L-1855 Luxembourg
                           Grand Duchy of Luxembourg
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 (NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
   OF PERSON(s) AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
                                SUBJECT COMPANY)

                                       n/a
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                  (DATE TENDER OFFER/RIGHTS OFFERING COMMENCED)

                 PART I -- INFORMATION SENT TO SECURITY HOLDERS

ITEM 1. HOME JURISDICTION DOCUMENTS

Not applicable.


ITEM 2. INFORMATIONAL LEGENDS

A legend complying with Rule 802(b) under the Securities Act of 1933, as
amended, is included on the documents filed as Exhibits A through E.

       PART II -- INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

The following documents are attached as exhibits to this Amendment No. 2 to Form
CB:

      A.    Joint press release, dated May 19, 2006 and issued by Gemalto N.V.,
            then named Axalto Holding N.V. ("Gemalto"), and Gemplus
            International S.A. ("Gemplus"), concerning the clearance by the
            European Commission of the proposed Gemalto and Gemplus combination
            under the EU merger regulation, with specific undertakings.*

      B.    Joint press release, dated May 26, 2006 and issued by Gemalto and
            Gemplus, concerning the scheduling of the first steps to close the
            proposed Gemalto and Gemplus combination.**

      C.    Presentation by Gemalto and Gemplus upon completion of the
            contribution, dated June 2, 2006.

      D.    Joint press release issued by Gemalto and Gemplus upon completion of
            the contribution, dated June 2, 2006.

      E.    Notice published to the French Autorite des Marches Financiers
            ("AMF") by Gemalto and Gemplus upon the filing of the offer with the
            AMF, dated June 2, 2006.

* Previously furnished on Form CB on May 22, 2006.
** Previously furnished on Amendment No. 1 to Form CB on May 26, 2006.

                    PART III -- CONSENT TO SERVICE OF PROCESS

A written irrevocable consent and power of attorney on Form F-X was filed with
the Securities and Exchange Commission (the "SEC") on May 23, 2006. Gemalto will
promptly communicate any change in the name or address of its agent for service
to the SEC by amendment of the Form F-X.

                              PART IV -- SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

By: /s/ Olivier Piou
   ----------------------
   Name: Mr. Olivier Piou
   Title: Chief Executive Officer

Dated: June 2, 2006

EXHIBITS

      A.    Joint press release, dated May 19, 2006 and issued by Gemalto and
            Gemplus, concerning the clearance by the European Commission of the
            proposed Gemalto and Gemplus combination under the EU merger
            regulation, with specific undertakings.*

      B.    Joint press release, dated May 26, 2006 and issued by Gemalto and
            Gemplus, concerning the scheduling of the first steps to close the
            proposed Gemalto and Gemplus combination.**

      C.    Presentation by Gemalto and Gemplus upon completion of the
            contribution, dated June 2, 2006.

      D.    Joint press release issued by Gemalto and Gemplus upon completion of
            the contribution, dated June 2, 2006.

      E.    Notice published to the French Autorite des Marches Financiers
            ("AMF") by Gemalto and Gemplus upon the filing of the offer with the
            AMF, dated June 2, 2006.

* Previously furnished on Form CB on May 22, 2006.
** Previously furnished on Amendment No. 1 to Form CB on May 26, 2006.