UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 þ
    
    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
 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: 0-24607
 ACTUATE CORPORATION
  Delaware
    
    94-3193197(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2207 Bridgepointe Parkway, Suite 500
San Mateo, California 94404  (650) 645-3000
(Registrants telephone number, including area code)
 Title Of Each Class
    
    Name Of Each Exchange On Which RegisteredCommon Stock, $0.001 par value
    
    Nasdaq Global Market
  
  o þ
  o þ
  þ o
 þ
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   Class
    
    Outstanding at February 27, 2009Common Stock, $0.001 par value
    
    44,695,350
 DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE




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PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) Financial Statements
  (a)(2) Financial Statement Schedules
   (a)(3) Exhibits
 ExhibitNo.
    
    Description2.1 (8)
    
    Share Purchase Agreement, dated as of January 5, 2006, by and among Actuate Corporation, performancesoft, Inc.,
the shareholders of performancesoft, Inc. and Michael Tipping, as shareholders representative as amended by the
Agreement and Notice dated October 11, 2006.3.1 (4)
    
    Form of Third Amended and Restated Certificate of Incorporation.3.2 (10)
    
    Form of Amended and Restated Bylaws of the Registrant.4.2 (2)
    
    Specimen Common Stock Certificate.10.1 (11)
    
    Form of Indemnification Agreement.10.2 (1)+
    
    1994 Stock Option Plan, as amended.10.3 (1)+
    
    Amended and Restated 1998 Equity Incentive Plan.10.4 (1)+
    
    Amended and Restated 1998 Employee Stock Purchase Plan.10.5 (1)+
    
    1998 Non-Employee Directors Option Plan.10.6 (5)+
    
    2001 Supplemental Stock Option Plan.10.7 (1)+
    
    Offer Letter between the Company and Daniel A. Gaudreau dated May 7, 1997.10.8 (3)
    
    Office Building Lease between the Actuate and HMS Gateway Office, L.P. dated August 18, 1999.10.9 (3)
    
    First Amendment to Office Building Lease between the Actuate and HMS Gateway Office, L.P. dated December 31, 1999.10.10 (5)
    
    Office Building Lease between the Actuate and HMS Gateway Office, L.P. dated December 21, 2000.10.11 (7)+
    
    Form of Severance Agreement (All Section 16 Officers)10.12 (9)
    
    Credit Agreement between Actuate and Wells Fargo Foothill, LLC (Wells Fargo) dated November 5, 2008. (Confidential
treatment has been requested for certain information contained in this document. Such information has been omitted
and filed separately with the Securities and Exchange Commission).10.13 (12)
    
    Office Building Sublease between Actuate and Oracle Corporation dated June 5, 2007.16.1 (6)
    
    Letter from Ernst & Young LLP to the Securities and Exchange Commission stating whether or not they agree with
the statements made by the Registrant in Item 4 of this Current Report on Form 8-K.




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ExhibitNo.
    
    Description21.1 (13)
    
    Subsidiaries of Actuate Corporation.23.1 (13)
    
    Consent of Independent Registered Public Accounting Firms.24.1 (13)
    
    Power of Attorney. (See the signature page to this Form 10-K).31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer32.1 (13)
    
    Section 1350 Certifications
 
 (1)
    
    Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-55741).(2)
    
    Incorporated by reference to our Amended Registration Statement on Form S-1/A.(3)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the period ended September 30, 1999.(4)
    
    Incorporated by reference to our Annual Report on Form 10-K for the period ended December 31, 2000.(5)
    
    Incorporated by reference to our Annual Report on Form 10-K for the period ended December 31, 2001.(6)
    
    Incorporated by reference to our Form 8-K filed on June 16, 2004.(7)
    
    Incorporated by reference to our Form 8-K filed on October 25, 2007.(8)
    
    Incorporated by reference to our Form 8-K filed on December 27, 2007.(9)
    
    Incorporated by reference to our Form 8-K filed on November 5, 2008.(10)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q for the period ended September 30, 2008.(11)
    
    Incorporated by reference to our Form 8-K filed on February 3, 2009.(12)
    
    Incorporated by reference to our Form 8-K filed on June 5, 2007.(13)
    
    Incorporated by reference to our Annual Report on Form 10-K for the period ended December 31, 2008.+
    
    Indicates management or compensatory plan or arrangement. (b) Exhibits
  (c) Financial Statement Schedule




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SIGNATURE
  ACTUATE CORPORATION
(Registrant)By:
    /s/    DANIEL A. GAUDREAUDaniel A. GaudreauSenior Vice President, Finance and Administration and Chief
Financial Officer




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EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Title31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer