UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




______________




FORM
10-K/A


(Amendment
No. 2)




______________






(Mark
One)


x
            Annual
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
the fiscal year ended December 31, 2008


or


 ̈
            Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934




For
the transition period from 
to




Commission
File Number: 001-33399




______________






Comverge,
Inc.


(Exact
name of Registrant as specified in its charter)




______________







DELAWARE
            22-3543611(State
      or other jurisdiction of
              Incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)







120
Eagle Rock Avenue, Suite 190


East
Hanover, New Jersey


(Address
of Principal Executive Offices) (Zip Code)




(973)
884-5970




(Registrant’s
Telephone Number, including Area Code)




Securities
registered pursuant to Section 12(b) of the Act:




Title of Each
Class                                                                           Name of Exchange on Which
Registered


Common
stock, par value
$0.001                                                                                     Nasdaq
Global Market







Securities
registered pursuant to Section 12(g) of the Act:


Title of Each
Class


Not
Applicable




______________






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 (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  xNo   ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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   ̈


(Do not check if a
smaller reporting company)




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




The
aggregate market value of shares of the Registrant’s common stock, par value
$0.001 per share, held by non-affiliates of the Registrant on June 30,
2008, the last business day of the Registrant’s most recently completed second
fiscal quarter, was approximately $287,974,160 (based on the closing sales price
of the Registrant’s common stock on the Nasdaq Global Market on such
date).




At
March 5, 2009, there were 21,927,143 shares of the Registrant’s common
stock outstanding.
















Comverge,
Inc.




Form
10-K/A for the Fiscal Year Ended December 31, 2008




Index





PageExplanatory
      Note
            3Part
      IVItem 15.
            Exhibits
            4Signatures
            4








EXPLANATORY
NOTE




Comverge, Inc. is filing this Amendment
No. 2 on Form 10-K/A (this "Amendment") , for the sole purpose of re-filing
Exhibit 10.33 to our Annual Report on Form 10-K for the period ended December
31, 2008 to reflect comments received from the Securities and Exchange
Commission. Confidential portions of the Exhibit have been omitted and filed
separately under a confidential treatment request with the Securities and
Exchange Commission.  Except for the revised Exhibit 10.33 filed herewith,
there are no other changes to the original filing.






As a
result of this Amendment, we are also filing as an exhibit to this Amendment a
currently-dated certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.









Part
IV




Item 15.
            Exhibits
      and Financial Statement Schedules




(a)
            The
      following documents are filed as part of this
  report:




3.
            Exhibits




10.33+
            Direct
      Load Control Solution Agreement by and between PEPCO Holdings, Inc. and
      Comverge, Inc., dated January 21,
2009.




31
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to
      Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes Oxley Act of
2002.




+           Confidential
treatment has been requested for portions of this exhibit.









Signatures




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

















Comverge,
Inc.


(Registrant)











November
9,
2009                                                                /s/ Michael D.
Picchi


(Date)                                                              Michael
D. Picchi


Interim
President and Chief Executive Officer;


Executive
Vice President and Chief Financial Officer