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 January 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: January 16, 2006
 
  pSivida Limited
   
  By:
/s/ Aaron Finlay
    Aaron Finlay
    Chief Financial Officer and Company Secretary
     
     
 


EXHIBIT INDEX
 
EXHIBIT 99.1:
Initial and Final Director’s Interest Notices
   


 

 
Appendix 3X
Initial Director’s Interest Notice

 
Rule 3.19A.1
Appendix 3X

Initial Director’s Interest Notice

 
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
 
Introduced 30/9/2001.

Name of entity pSivida Limited
ABN  78 009 232 026

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director
 
Heather Zampatti
 
Date of appointment
 
11 January 2006

Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Number & class of securities
 
A contractual interest in 200,000 unlisted options to be issued under the ESOP at an exercise price and expiry date to be determined subject to shareholder approval.

Part 2 - Director’s relevant interests in securities of which the director is not the registered holder
 
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest
Note: Provide details of the circumstances giving rise to the relevant interest.
 
 
Number & class of Securities

Part 3 - Director’s interests in contracts

Detail of contract
 
 
Nature of interest
 
 
Name of registered holder
(if issued securities)
 
 
No. and class of securities to which interest relates
 
 


 
Appendix 3Z
Final Director’s Interest Notice

 
Rule 3.19A.3
Appendix 3Z

Final Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
 
Introduced 30/9/2001.

Name of entity pSivida Limited
ABN  78 009 232 026

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director
 
Alison Ledger
Date of last notice
 
3 March 2005
Date that director ceased to be director
 
11 January 2006

Part 1 - Director’s relevant interests in securities of which the director is the registered holder
 
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Number & class of securities
 
 
 

Part 2 - Director’s relevant interests in securities of which the director is not the registered holder
 
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest
Number & class of securities
Note: Provide details of the circumstances giving rise to the relevant interest
 
 
 
Mr David Ledger
(spouse)
 
1,900,000 Ordinary Full Paid Shares.
 
Arlington Capital Pty Ltd atf Arlington Trust
 
200,000 Unlisted options for ordinary shares    @ 118 cent expiring 5 August, 2009

Part 3 - Director’s interests in contracts

Detail of contract
 
 
Nature of interest
 
 
Name of registered holder
(if issued securities)
 
 
No. and class of securities to which interest relates