UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-K/A





(Mark
one)





x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended September 30, 2008





 ̈ TRANSITION REPORT PURSUANT TO
SECTI ON 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from ______________ to _____________





Commission
File Number: 0-10999





COMPOSITE TECHNOLOGY
CORPORATION





(Exact
name of registrant as specified in its charter)




Nevada
                  
                  59-2025386(State
      or other jurisdiction
                  
                  (I.R.S.
      Employerof
      incorporation or organization)
                  
                  Identification
      No.)





2026 McGaw Avenue, Irvine,
California 92614


(Address
of principal executive offices) (Zip Code)





(949)
428-8500


(Registrant's
telephone number, including area code)





Securities
registered under Section 12 (b) of the Act: None





Securities
registered under Section 12(g) of the Act: Common Stock, $0.001 par
value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  ̈No x




Indicate
by check mark whether the registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act 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 xNo
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
One):




Large
      accelerated filer   ̈
              Accelerated
      filer x
              Non-accelerated
      filer   ̈
              Smaller
      reporting company  ̈




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





The
aggregate market value of the registrant's common stock held by non-affiliates
of the registrant on March 31, 2008, the last business day of the registrant's
most recently completed second fiscal quarter was $187,992,314 (based on the
closing sales price of the registrant's common stock on that date). Shares of
the registrant's common stock held by each officer and director and each person
who owns more than 5% or more of the outstanding common stock of the registrant
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes xNo  ̈





As of
November 30, 2008, there were 287,988,370 shares of Common Stock issued and
outstanding.





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) to our Annual Report on
Form 10-K for the fiscal year ended September 30, 2008 filed with the SEC on
December 23, 2008 (the “Annual Report”) is filed to amend drafting errors on
page 37 of the Annual Report. Of note on page 37, although “Loss from
Continuing Operations” and “Loss from Discontinued Operations” for the year
ended September 30, 2008 in the table under Item 6 “Selected Financial Data”
each appear as negative figures, the sum of such values — the “Net income
(loss),” was mistakenly reported as a positive number, when it also should have
been reported as a negative number.  Further, the 2006 Loss from
Continuing Operations figure was corrected as well as the 2007 Total Long Term
Obligations figure. The entire Item 6 “Selected Financial Data” section is
included in this Amendment.




Except as
required to reflect the change noted above, this Amendment does not attempt to
modify or update any other disclosures set forth in our Annual Report on Form
10-K.  Additionally, this Amendment does not purport to provide a
general update or discussion of any other developments of the Company subsequent
to the original filing.  The filing of this Amendment shall not be
deemed an admission that the original filing, when made, included any untrue
statement of material fact or omitted to state a material fact necessary to make
a statement not misleading.





ITEM
6 - SELECTED FINANCIAL DATA





The
following table sets forth our selected historical consolidated financial data
for each of the fiscal years in the five-year period ended September 30, 2008,
which were derived from our audited consolidated financial statements. The
following data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our audited
consolidated financial statements and related notes included elsewhere in this
Annual Report.





(All
      figures are presented in thousands except per share items)
              
              Year
      Ended September 302004*
              
              
              2005
              
              
              
              2006**
              
              
              2007
              
              
              2008Statement
      of Operations Data
              
              RestatedOperating
      Revenues
              
              $
              2,500
              
              
              $
              1,009
              
              $
              
              7,889
              
              
              $
              34,867
              
              
              $
              74,141Loss
      from Continued Operations
              
              
              (14,688
              )
              
              
              (40,163
              )
              
              
              (26,608
              )
              
              
              (30,608
              )
              
              
              (35,341
              )Loss
      from Discontinued Operations
              
              
              —
              
              
              
              —
              
              
              
              (1,915
              )
              
              
              (13,876
              )
              
              
              (10,212
              )Net
      income (loss)
              
              
              (14,688
              )
              
              
              (40,163
              )
              
              
              (28,523
              )
              
              
              (44,484
              )
              
              
              (45,553
              )Total
      Assets
              
              
              18,081
              
              
              
              5,771
              
              
              
              87,665
              
              
              
              123,837
              
              
              
              165,440Total
      Long Term Obligations
              
              
              9,635
              
              
              
              11,708
              
              
              
              6,421
              
              
              
              9,835
              
              
              
              7,838Cash
      Dividends per Common Share
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Basic
      and fully diluted loss from continuing operations per common
      share
              
              
              (0.14
              )
              
              
              (0.35
              )
              
              
              (0.19
              )
              
              
              (0.16
              )
              
              
              (0.15
              )Basic
      and fully diluted net loss per common share
              
              $
              (0.
      14
              )
              
              $
              (0.35
              )
              
              $
              (0.20
              )
              
              $
              (0.23
              )
              
              $
              (0.19
              )





*
Subsequent to the date of the initial Form 10-KSB and 10-QSB filings for the
fiscal year 2004, the Company determined that $364,277 in compensation expense
related to the modification of employee stock options had not been recorded for
the entire fiscal year. The Company recorded the additional expense as a
correction of an error and restated earnings for fiscal 2004. The impact on
earnings per share was less than $0.01 per share for the fiscal year ended
September 30, 2004.





**On July
3, 2006 the Company acquired its DeWind segment.  This acquisition
resulted in a significant increase in assets, revenues, and operating
losses.  In 2008 the Company sold one of the acquired DeWind
subsidiaries and began insolvency proceedings for a second subsidiary as
described below in Item 7.  The operations of these two subsidiaries
were reclassified to discontinued operations.







SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




COMPOSITE TECHNOLOGY
CORPORATION




By:
      /s/
      Benton H WilcoxonBenton
      H WilcoxonChief
      Executive Officer




Dated: February
6, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.




/s/
      Benton H WilcoxonBenton
      H WilcoxonChief
      Executive Officer andChairman (Principal
      Executive
Officer)




Dated: February
6, 2009




By:
      /s/
      Domonic J. CarneyDomonic
      J. CarneyChief
      Financial Officer (Principal Financial
                and Accounting
      Officer)




Dated: February
6, 2009




/s/ D. Dean
      McCormick IIID. Dean
      McCormick IIIDirector




Dated: February
6, 2009




/s/
      Michael D. McIntoshMichael
      D. McIntoshDirector




Dated: February
6, 2009




/s/
      John P. MitolaJohn
      P. MitolaDirector




Dated: February
6, 2009




/s/
      Michael LeeMichael
      LeeDirector


Dated: February 6,
2009