UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K /A



AMENDMENT NO. 1 TO FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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


For the fiscal year ended December31, 2007

OR

o
        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 001-13828



MEMC Electronic Materials, Inc.

(Exact name of registrant as specified in its charter)





Delaware
        56-1505767(State or other jurisdiction ofincorporation or organization)
        (I.R.S. EmployerIdentification No.)




501 Pearl Drive (City of OFallon)St. Peters, Missouri
        63376(Address of principal executive offices)
        (Zip Code)


Registrants telephone number, including area code:

(636)474-5000



Securities registered pursuant to Section12(b) of the Act:



Title of Each Class
        Name of Each Exchange on  Which Registered:$.01 Par Value Common Stock
        New York Stock Exchange


Securities Registered Pursuant to Section12(g) of the Act:

None

(Title of Class)



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YesxNoo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YesoNox

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.    YesxNoo

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 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, 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 filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YesoNox

The aggregate market value of the registrants Common Stock held by nonaffiliates of the registrant, based upon the closing price of such stock on June 29, 2007 of $61.12 as reported by the New York Stock Exchange, and 225,348,362 shares outstanding on such date, was approximately $13,767,179,885.44. The number of shares outstanding of the registrants Common Stock as of February 15, 2008, was 228,412,220 shares.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the registrants 2007 Annual Report to Stockholders (Part I and Part II)

2. Portions of the registrants 2008 Proxy Statement (Part III)



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PART IV

Item15.
        Exhibits, Financial Statement Schedules


3.Exhibits

The registrant is filing this Form 10-K/A to add one page to Exhibit 13 (selected pages from the Companys 2007 Annual Report to Stockholders) to include page 58 (Stockholders Information) which was inadvertently omitted from the electronic submission with the Form 10-K exhibits filed on February 29, 2008.  There are no changes to the pages of Exhibit 13 that were filed on February 29, 2008.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



MEMC ELECTRONIC MATERIALS, INC.Date:  March 3, 2008
        By:
        /s/ Kenneth H. HannahName:  Kenneth H. HannahTitle:    Senior Vice President and Chief Financial Officer




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EXHIBIT INDEX

The following exhibits are filed as part of this report.



13
        Selected pages from the Companys 2007 Annual Report to Stockholders (page 58 only)