UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No.1)

                           Saifun Semiconductors Ltd.
                     ---------------------------------------
                                 NAME OF ISSUER:


                                  Common Stock
                     ---------------------------------------
                          TITLE OF CLASS OF SECURITIES


                                    M8233P102
                     ---------------------------------------
                                  CUSIP NUMBER


                                December 31, 2008
                     ---------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
                               Schedule is filed:

                                [x] Rule 13d-1(b)

                                [ ] Rule 13d-1(c)

                                [ ] Rule 13d-1(d)





1. NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    Deutsche Bank AG*

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (A) [ ]
    (B) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

    Federal Republic of Germany

NUMBER OF         5.       SOLE VOTING POWER
SHARES                     0
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  0
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

    [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0.00%

12. TYPE OF REPORTING PERSON

    FI

    * In accordance with Securities Exchange Act Release No. 39538 (January 12,
    1998), this filing reflects the securities beneficially owned by the
    Corporate and Investment Banking business group and the Corporate
    Investments business group (collectively, "CIB") of Deutsche Bank AG and its
    subsidiaries and affiliates (collectively, "DBAG"). This filing does not
    reflect securities, if any, beneficially owned by any other business group
    of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act of
    1934 ("Act"), this filing shall not be construed as an admission that CIB
    is, for purposes of Section 13(d) under the Act, the beneficial owner of any
    securities covered by the filing. Furthermore, CIB disclaims beneficial
    ownership of the securities beneficially owned by (i) any client accounts
    with respect to which CIB or its employees have voting or investment
    discretion, or both, and (ii) certain investment entities, of which CIB is
    the general partner, managing general partner, or other manager, to the
    extent interests in such entities are held by persons other than CIB.





Item 1(a).        Name of Issuer:

                  Saifun Semiconductors Ltd. (the "Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  6 Arie Regev Street Sappir Insustrial Park
                  Netanya, 42504
                  Israel

Item 2(a).        Name of Person Filing:

                  This statement is filed on behalf of Deutsche Bank AG
                  ("Reporting Person").

Item 2(b).        Address of Principal Business Office or, if none, Residence:

                  Theodor-Heuss-Allee 70
                  60468 Frankfurt am Main
                  Federal Republic of Germany

Item 2(c).        Citizenship:

                  The citizenship of the Reporting Person is set forth on the
                  cover page.

Item 2(d).        Title of Class of Securities:

                  The title of the securities is common stock ("Common Stock").

Item 2(e).        CUSIP Number:

                  The CUSIP number of the Common Stock is set forth on the cover
                  page.

Item              3. If this statement is filed pursuant to Rules 13d-1(b), or
                  13d-2(b) or (c), check whether the person filing is a:

                  (a)     [ ] Broker or dealer registered under section 15 of
                          the Act;

                  (b)     [ ] Bank as defined in section 3(a)(6) of the Act;

                  (c)     [ ] Insurance Company as defined in section 3(a)(19)
                          of the Act;

                  (d)     [ ] Investment Company registered under section 8 of
                          the Investment Company Act of 1940;

                  (e)     [ ] An investment adviser in accordance with Rule
                          13d-1(b) (1)(ii)(E);

                  (f)     [ ] An employee benefit plan, or endowment fund in
                          accordance with Rule 13d-1 (b)(1)(ii)(F);

                  (g)     [ ] parent holding company or control person in
                          accordance with Rule 13d-1 (b)(1)(ii)(G);

                  (h)     [ ] A savings association as defined in section 3(b)
                          of the Federal Deposit Insurance Act;

                  (i)     [ ] A church plan that is excluded from the definition
                          of an investment company under section 3(c)(14) of the
                          Investment Company Act of 1940;

                  (j)     [X] A non-U.S. institution in accordance with Group,
                          in accordance with Rule 13d-1 (b)(1)(ii)(J).

                  (k)     [ ] Group, in accordance with Rule 13d-1
                          (b)(1)(ii)(J).

Item 4.           Ownership.

                  (a) Amount beneficially owned:

                      The Reporting Person owns the amount of the Common Stock
                      as set forth on the cover page.

                  (b) Percent of class:

                      The Reporting Person owns the percentage of the Common
                      Stock as set forth on the cover page.

                  (c) Number of shares as to which such person has:

                      (i) sole power to vote or to direct the vote:

                            The Reporting Person has the sole power to vote or
                            direct the vote of the Common Stock as set forth on
                            the cover page.

                      (ii) shared power to vote or to direct the vote:

                            The Reporting Person has the shared power to vote or
                            direct the vote of the Common Stock as set forth on
                            the cover page.

                      (iii) sole power to dispose or to direct the disposition
                            of:

                            The Reporting Person has the sole power to dispose
                            or direct the disposition of the Common Stock as set
                            forth on the cover page.

                      (iv)  shared power to dispose or to direct the disposition
                            of:

                            The Reporting Person has the shared power to dispose
                            or direct the disposition of the Common Stock as set
                            forth on the cover page.

Item 5.           Ownership of Five Percent or Less of a Class.

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following

                  [X]

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent
                  Holding Company.

                  Not applicable

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.

Item 9.           Notice of Dissolution of Group.

                  Not applicable.

Item 10.          Certification.

By signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to a bank organized under the laws of the
Federal Republic of Germany is substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institution. I also undertake to
furnish to the Commission staff, upon request, information that would otherwise
be disclosed in a Schedule 13D.





                                    SIGNATURE

        After reasonable 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.


Dated:  February 4, 2009






                                              Deutsche Bank AG

                                              By:  /s/ Jeffrey A. Ruiz
                                              Name:    Jeffrey A. Ruiz
                                              Title:   Director

                                              By:  /s/ Cesar A. Coy
                                              Name:    Cesar A. Coy
                                              Title:   Assistant Vice President