FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 SOUTH ST., HAIDIAN DIST. 3. Date of Earliest Transaction (Month/Day/Year) 05/21/2009 (Street) BEIJING, F4 100086 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/21/2009   G   202,000 D $ 0 1,507,729 D   Common Stock               96,000 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.
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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 Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to acquire Common Stock)

$ 7.6

10/04/1999

10/04/2009

Common Stock

143,000

143,000

D

Stock Options (Right to acquire Common Stock)

$ 4.03

08/15/2003(1)

08/15/2012

Common Stock

200,000

200,000

D

Restricted Stock Units (right to acquire common stock)

$ 0

12/26/2006(2)

12/26/2009

Common Stock

1,250

1,250

D

Pre-paid variable delivery forward contract (3)

$ 0 (4) (5)

09/25/2009

09/25/2009

Common Stock

300,000

0

D

Pre-paid variable delivery forward contract (3)

$ 0 (6) (7)

10/30/2009

10/30/2009

Common Stock

400,000

0

D

Restricted Stock Units (right to acquire common stock)

$ 0

01/13/2010(8)

01/13/2013

Common Stock

6,750

6,750

D

Reporting Owners

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

Signatures

/s/ James Ding		05/22/2009
**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)	200,000 stock options with an exercise price of $4.03 were granted on August 15, 2002. These options vest in two installments of 25% each on the first and second anniversary of the grant date, and in eight subsequent quarterly installments of 6.25% each, commencing on November 15, 2004 and ending on August 15, 2006.
(2)	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.
(3)	Obligation to sell Common Stock.
(4)	Mr. Ding entered into a pre-paid variable delivery forward transaction with Morgan Stanley & Co. International Limited. In exchange for a purchase price of $1,908,480, which will be paid on October 2, 2007, Mr. Ding acquired an obligation to deliver on September 30, 2009 (the "Settlement Date"), either (i) up to 300,000 shares (the "Base Amount") of Common Stock or, at the option of Mr. Ding, (ii) the cash equivalent of such shares. The exact number of shares of Common Stock that Mr. Ding will be required to deliver will be determined on September 25, 2009 (the "Valuation Date"). On the Valuation Date, if the closing price (the "Settlement Price") of the Common Stock is less than or equal to $7.7175 (the "Floor Price"), Mr. Ding shall be obligated to deliver 300,000 shares of Common Stock. (Continued in Footnote 6).
(5)	(Continued from footnote 5) If the Settlement Price is greater than the Floor Price but less than $12.005 (the "Ceiling Price"), Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the product of (i) the Base Amount and (ii) the quotient of the Floor Price divided by the Settlement Price. If the Settlement Price is greater than or equal to the Ceiling Price, Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the product of the Base Amount and the difference of 1 minus the quotient of (i) the difference of the Ceiling Price minus the Floor Price, divided by (ii) the Settlement Price.
(6)	Mr. Ding entered into a pre-paid variable delivery forward transaction with Morgan Stanley & Co. International Limited. In exchange for a purchase price of $ 3,892,680.00, which will be paid on November 5, 2007, Mr Ding acquired an obligation to deliver on November 4, 2009(the "Settlement Date"), either (i) up to 400,000 shares (the "Base Amount") of Common Stock or, at the option of Mr. Ding, (ii) the cash equivalent of such shares. The exact number of shares of Common Stock that Mr. Ding will be required to deliver will be determined on October 30, 2009 (the "Valuation Date"). On the Valuation Date, if the closing price (the "Settlement Price") of the Common Stock is less than or equal to $ 11.052 (the "Floor Price"), Mr. Ding shall be obligated to deliver 400,000 shares of Common Stock. (Continued in footnote 8)
(7)	(Continued from footnote 7)If the Settlement Price is greater than the Floor Price but less than $14.122 (the "Ceiling Price"), Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the product of (i) the Base Amount and (ii) the quotient of the Floor Price divided by the Settlement Price. If the Settlement Price is greater than or equal to the Ceiling Price, Mr. Ding shall be obligated to deliver a number of shares of Common Stock equal to the product of the Base Amount and the difference of 1 minus the quotient of (i) the difference of the Ceiling Price minus the Floor Price, divided by (ii) the Settlement Price.
(8)	6,750 restricted stock units were granted on January 13, 2009. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in four equal annual installments beginning January 13, 2010.

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