FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934

For the month of July 2004

GEMPLUS INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)

GEMPLUS INTERNATIONAL S.A.
(Translation of registrant’s name in English)

Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)

46A J.F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)

(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.)

SIGNATURE

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

Gemplus reports second quarter 2004 results

Second quarter highlights:

Luxembourg, July 28, 2004 — Gemplus International S.A. (Euronext: LU0121706294 — GEM and NASDAQ: GEMP), the world’s leading provider of smart card solutions, today reported results for the second quarter ended June 30, 2004.

Note: The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS).

Commenting on the performance for the second quarter 2004, Alex Mandl, President and Chief Executive Officer, said: “Reporting healthy growth and further margin improvement confirms Gemplus’ continuous progress for the fifth consecutive quarter. We are very satisfied with our growth rate which, we believe, is above that of the market. These results bring further evidence of Gemplus’ ability to capture market opportunities, and support the Company’s leadership position in the industry.”

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Second quarter 2004 financial review

Highlights:

In the second quarter, sales enjoyed favorable development across all business segments, growing 25.0% year-on-year, currency adjusted. On a geographical basis, the Americas revenue rose 42.2%, Asia was up 27.7% and EMEA up 16.6%.

Gross margin increased by 1.3 percentage point compared with the first quarter 2004, to 32.3%, mainly driven by strong product mix improvement in all regions which fully offset selling price declines. Moreover, this was helped by productivity improvements, and software and services performance.

Operating expenses, excluding restructuring and goodwill, rose 5.4% quarter-on-quarter to 59.5 million euros, mainly related to sales and marketing. Operating expenses represented 28.3% of sales during the quarter under review, compared to 28.6% for the previous quarter and 35.8% a year ago.

Operating income was up 3.7 million euros quarter-on-quarter and up 22.4 million euros year-on-year, before restructuring and goodwill.

Costs relating to the planned restructuring of operations in Germany, which was announced in May, are expected to be booked during the third quarter 2004.

Net income for the second quarter increased by 0.8 million euros quarter-on-quarter, mainly driven by revenue growth and improved gross margin.

Highlights:

The free cash flow before restructuring³ was driven by improved profitability partly offset by increased working capital requirements (up 7.8 million euros).

The Group’s cash position remains strong and stable compared to March 31, 2004, despite restructuring outflows of 6.2 million euros.

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Gemplus has reached an agreement with the French tax authority on its tax assessment in France. As previously disclosed, three French subsidiaries of the Group received a tax assessment in 2002 relating primarily to the fiscal years 1998 through 2000. Under the terms of this agreement, Gemplus will pay 34 million euros, most likely before the end of 2004, which is in line with the Company’s provision. Therefore, there is no material impact on the Income Statement for the second quarter 2004. Approximately 23 million euros of this amount are expected to be temporary, which the Group should recover before the end of 2007 through the use of tax-loss carry-backs. As a result, 34 million euros of long-term liability are reclassified as short-term liability.

Segment analysis

Second quarter 2004 highlights:

Revenue reflects the strong performance of wireless:

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Second quarter 2004 highlights:

Revenue growth was primarily driven by EMV and, to a lesser extent, by Pay-TV cards. Payment microprocessor card revenue rose 37% year-on-year and 15% quarter-on-quarter.

EMV shipments continued to improve with strong growth in Scandinavia, France and Mexico.

Microprocessor card revenue growth was partly offset by lower sales in magnetic stripe cards, due to cannibalization by EMV cards.

Revenue from Pay-TV and contactless cards in the transportation sector was strong, helped by improved execution.

Second quarter 2004 highlights:

Identity and Security revenue was driven by the conjunction of several projects in both the Government ID and Corporate Security markets. The material improvement in gross margin, driven by a significant shift in the sales mix, endorses Gemplus’ strategy focused on selling subsystems based on software components, value-added services and high-end cards.

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Year-on-year revenue growth was also driven by the roll-out of Government ID solutions in the United Arab Emirates, which offsets the completion of the successful delivery of ID solutions to the Royal Oman Police.

Outlook

For the remainder of the year, the Company’s financial performance should continue to benefit from favorable market trends, notwithstanding continuous selling price pressure.

Considering first half results and given the current outlook for exchange rates, the Company revises upward its operating income guidance in the range of 30 million euros for 2004, before restructuring and goodwill.

Change in presentation of financial statements

Gemplus financial statements are prepared in accordance with International Financial Reporting Standards since the Company’s initial public offering in 2000. As required by the US Securities and Exchange Commission, Gemplus also provides a reconciliation of net income and shareholders’ equity between IFRS and US GAAP, due to its Nasdaq listing.

From now on, Gemplus has decided to report goodwill amortization and impairment under operating expenses. This is in line with the Company’s effort to choose, when feasible, IFRS options allowing for a reporting as close as possible to US GAAP. Thus, what was previously reported as operating income/loss is now shown as operating income/loss before goodwill amortization and impairment.

Business Highlights

The trend among leading European operators to increasingly rely on the SIM for operator and end-user centric services (such as phonebook and service provisioning) remains strong.

In Europe, Gemplus has delivered high-end 128Kb USIM cards for deployment with ‘3’, the UK’s first video mobile network. Coupled with Gemplus’ OTA platform, GemConnect OTA, this shows both companies’ commitment to set the agenda for video mobile services. Gemplus’ GemConnect OTA has been successfully implemented to ensure ‘3’ customers can access ‘3’ services whenever they are in video mobile coverage.

In the United States, Gemplus continues to deliver its products and services to the national operators that purchase SIM cards. It also provides SIM-based solutions and content messaging services to US operators, with demonstrable increases in ARPU. Gemplus operated these on behalf of their clients and also provided the content to make the Information on Demand services a success.

In Asia, Gemplus 128Kb SIM cards allowed Globe Telecom in the Philippines to offer prepaid customers the higher value services of phonebook space for 750 numbers and 100 SMS, international roaming capability and access to ‘myGlobe’ and ‘myOrganizer’ services and content.

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The EMV roll-out gained momentum beyond the UK, with Gemplus starting to ship volume quantities of cards in Scandinavia and in France. Gemplus also recently signed contracts for card deliveries in Portugal, Russia, the Czech Republic, Chile and Lithuania. In these countries and elsewhere, Gemplus leverages its global footprint to establish new business relationships and partnerships, using its experience throughout the world to design the best migration strategy for its customers.

Frost & Sullivan recently awarded Gemplus its 2004 Competitive Strategy Leadership Award, in recognition of Gemplus’ substantial market share gains in the financial and loyalty smart card market over the last four years. Frost & Sullivan commented: “With its strong focus on technology, EMV migration and global orientation, Gemplus has substantially increased its presence in the smart card market for banking and loyalty, and is set to make further inroads in the market.”

Gemplus’ Identity and Security solutions continues to add value at significant enterprise deployments such as Pfizer and Boeing. Gemplus’ technologies are supporting the emerging market of secure Identification Badge credentials in a logical and physical access environment.

End.

Earnings calendar

Third quarter 2004 results are scheduled to be reported on October 27, 2004, before the opening of Euronext Paris.

Conference Call:

The company has scheduled a conference call for Wednesday, 28 July 2004 at 2:00 pm CET. Callers may participate in the live conference call by dialing:

The live conference call will also be available on the IR section of www.gemplus.com.

Replays of the conference call will be available from 6:00pm CET to 1 August 2004 midnight by dialing:

About Gemplus

Gemplus International S.A. (Euronext: LU0121706294 — GEM and NASDAQ: GEMP) is the world’s leading player in the smart card industry in both revenue and total shipments (source: Gartner-Dataquest (2003), Frost & Sullivan, Datamonitor.) It has the largest R&D team, unrivalled experience, and an outstanding track record of technological innovation.

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Gemplus helps its clients offer an exceptional range of portable, personalized solutions that bring security and convenience to people’s lives. These include Mobile Telecommunications, Public Telephony, Banking, Retail, Transport, Identity, WLAN, Pay-TV, e-government, access control, and a wealth of other applications.

Gemplus’ revenue in 2003 was 749 million euros.

www.gemplus.com

For more information:

©2004 Gemplus. All rights reserved. Gemplus, the Gemplus logo, are trademarks and service marks of Gemplus S.A. and are registered in certain countries. All other trademarks and service marks, whether registered or not in specific countries, are the property of their respective owners.

Some of the statements contained in this release constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance, or achievements expressed or implied by such forward-looking statements. Actual events or results may differ materially. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this release include, but are not limited to: trends in wireless communication and mobile commerce markets; our ability to develop new technology, and the effects of competing technologies developed and expected intense competition generally in our main markets; profitability of our expansion strategy; challenges to or loss of our intellectual property rights; our ability to establish and maintain strategic relationships in our major businesses; our ability to develop and take advantage of new software and services; and the effect of future acquisitions and investments on our share price. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. The forward-looking statements contained in this release speak only as of this release. We are under no duty to update any of the forward-looking statements after this date to conform such statements to actual results or to reflect the occurrence of anticipated results.

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Gemplus International SA

Gemplus International SA

Press Release — Financial statements

For the quarterly period ended June 30, 2004

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Gemplus International SA

Condensed Consolidated Statements of Income

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Gemplus International SA

Condensed Consolidated Balance Sheets

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Gemplus International SA

Condensed Consolidated Statements of Cash Flows

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Gemplus International SA

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS).

Second Quarter 2004 Compared with second Quarter 2003

Net sales

Gross profit

Six Months 2004 compared with Six Months 2003

Net sales

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Gemplus International SA

Gross profit

Second Quarter 2004 Compared with second Quarter 2003

Net sales

Six Months 2004 Compared with Six Months 2003

Net sales

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