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: 001-33793





ICx Technologies, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | #77-0619113                      
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                            |  |           
|------------------------------------------- |  | ----------
|2100 Crystal Drive, Suite 650 Arlington, VA |  | 22202     
|(Address of principal executive offices)    |  | (Zip Code)

(703) 678-2111

(Registrants telephone number, including area code)





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

Common Stock, $0.001 par value

(Title of Class)

NASDAQ

(Name of each exchange on which registered)

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

None





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  x    No    ̈

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.   ̈

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 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         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | 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 the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2008 was approximately $66,343,000 based on the last reported sales price of the common
stock on the Nasdaq National Market on such date.

As of May 31, 2009, the registrant had 34,397,172 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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Explanatory Note

This Amendment No. 2 on Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 that we previously filed with the Securities and Exchange Commission on March 31,
2009 and as amended by our Amendment No.1 on Form 10-K/A that we previously filed with the Securities and Exchange Commission on April 30, 2009. We are filing this Amendment No. 2 solely for the purpose of amending Part IV, Item 15,
Exhibits 31.1 and 31.2 to include introductory language in paragraph 4 referring to internal control over financial reporting.

This
Amendment No. 2 amends Exhibits 31.1 and 31.2 only. All other items and exhibits contained in the Form 10-K as filed on March 31, 2009 and as amended by the Amendment No.1 as filed on April 30, 2009 remain unchanged. This Amendment
No. 2 does not reflect facts or events occurring after the original file date of March 31, 2009 nor modify (except as set forth above) or update the disclosures in any way.



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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.

Dated: June 29, 2009



ICX TECHNOLOGIES, INC.By:

/s/ COLIN J. CUMMINGColin J. CummingChief Executive Officer and Director


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.



|     |  |                                   |  |                                              |  |              
|---- |  | --------------------------------- |  | -------------------------------------------- |  | -------------
|     |  | Signature                         |  | Title                                        |  | Date         
|     |  |                                   | 
|     |  | /s/ COLIN J. CUMMING              |  | Chief Executive Officer and Director         |  | June 29, 2009
|     |  | Colin J. Cumming                  |  | (Principal Executive Officer)                |  |              
|     |  |                                   | 
|     |  | /s/ DEBORAH D. MOSIER             |  | Chief Financial Officer                      |  | June 29, 2009
|     |  | Deborah D. Mosier                 |  | (Principal Financial and Accounting Officer) |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Executive Chairman of the Board              |  | June 29, 2009
|     |  | Hans Kobler                       |  |                                              |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Director                                     |  | June 29, 2009
|     |  | E. Spencer Abraham                |  |                                              |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Director                                     |  | June 29, 2009
|     |  | Joseph M. Jacobs                  |  |                                              |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Director                                     |  | June 29, 2009
|     |  | Robert A. Maginn, Jr.             |  |                                              |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Director                                     |  | June 29, 2009
|     |  | Mark L. Plaumann                  |  |                                              |  |              
|     |  |                                   | 
|     |  | /s/ *                             |  | Director                                     |  | June 29, 2009
|     |  | Rodney E. Slater                  |  |                                              |  |              
|     |  |                                   | 
|*By: |  | /s/ DANIEL T. MONGAN              |  |                                              |  |              
|     |  | Daniel T. Mongan Attorney-In-Fact |  |                                              |  |              



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