UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q /A

Amendment No. 2





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | -------------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------

For the
quarterly period ended June 30, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | --------------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------

Commission File
Number: 001-32661





RASER TECHNOLOGIES, INC.

(Exact
name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 87-0638510                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|5152 North Edgewood Drive, Suite 375, Provo, UT                |  | 84604                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (801) 765-1200

N/A

(Former name, former address,
and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.  Yes   x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                                                       |  |                             
|---------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                             |  | Accelerated filer  x        
|Non-accelerated filer   ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).  Yes    ̈    No x

The number
of shares outstanding of registrants common stock as of January 14, 2009 was 64,137,442 shares.

EXPLANATORY NOTE

Raser Technologies Inc. (the Company) is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2008 (the Report) for the sole purpose of including the principal executive officer and principal financial officer certifications as Exhibits 31.1 and 31.2 to the Report, which were omitted from the
Companys Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.









---

|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                
|10.1         |  | Purchase Contract, dated April 3, 2008, between UTC Power Corporation and Raser Technologies, Inc. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
April 9, 2008)                                                                                   
|              | 
|10.2          |  | Employment Agreement dated April 4, 2008 by and between Raser Technologies, Inc. and Brent M. Cook (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
May 19, 2008)                                                                                    
|              | 
|10.3         |  | Commitment Letter, dated May 16, 2008, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raser Technologies, Inc., and Thermo No. 1 BE-01, LLC (incorporated by reference to
Exhibit 10.1 to our current report on Form 8-K filed May 21, 2008)                                
|              | 
|10.4         |  | Renewable Power Purchase and Sale Agreement, dated June 11, 2008, between the Salt River Project Agricultural Improvement and Power District and Lightning Dock Geothermal HI-01, LLC
(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed June 13, 2008)
|              | 
|10.5          |  | Commitment Letter, dated July 18, 2008, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raser Technologies, Inc., and Lightning Dock Geothermal HI-01, LLC (incorporated by
reference to Exhibit 10.1 to our current report on Form 8-K filed July 21, 2008)                 
|              | 
|23.1*         |  | Consent of GeothermEx, Inc.                                                                                                                                                                                                                                                            
|              | 
|31.1#         |  | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                                       
|              | 
|31.2#         |  | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                                       
|              | 
|32.1*         |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                



| | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------

|* | Previously filed.
|- | -----------------

|# | Filed herewith.
|- | ---------------



---

SIGNATURES

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



|                 |  |  |  |                                                                                          |  | 
|---------------- |  |  |  | ---------------------------------------------------------------------------------------- |  | 
|                 |  |  |  | RASER TECHNOLOGIES, INC. (Registrant)                                                   
|                 |  | 
|January 16, 2009 |  |  |  | /s/ Martin F. Petersen                                                                  
|(Date)           |  |  |  | Martin F. Petersen, Chief Financial Officer (Principal Financial and Accounting Officer)



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                
|10.1         |  | Purchase Contract, dated April 3, 2008, between UTC Power Corporation and Raser Technologies, Inc. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
April 9, 2008)                                                                                   
|              | 
|10.2          |  | Employment Agreement dated April 4, 2008 by and between Raser Technologies, Inc. and Brent M. Cook (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
May 19, 2008)                                                                                    
|              | 
|10.3         |  | Commitment Letter, dated May 16, 2008, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raser Technologies, Inc., and Thermo No. 1 BE-01, LLC (incorporated by reference to
Exhibit 10.1 to our current report on Form 8-K filed May 21, 2008)                                
|              | 
|10.4         |  | Renewable Power Purchase and Sale Agreement, dated June 11, 2008, between the Salt River Project Agricultural Improvement and Power District and Lightning Dock Geothermal HI-01, LLC
(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed June 13, 2008)
|              | 
|10.5          |  | Commitment Letter, dated July 18, 2008, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raser Technologies, Inc., and Lightning Dock Geothermal HI-01, LLC (incorporated by
reference to Exhibit 10.1 to our current report on Form 8-K filed July 21, 2008)                 
|              | 
|23.1*         |  | Consent of GeothermEx, Inc.                                                                                                                                                                                                                                                            
|              | 
|31.1#         |  | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                                       
|              | 
|31.2#         |  | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                                       
|              | 
|32.1*         |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                



| | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------

|* | Previously filed.
|- | -----------------

|# | Filed herewith.
|- | ---------------