UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the Quarterly Period Ended September 30, 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: 000-26357





LOOKSMART, LTD.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3904355                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

625 Second Street

San Francisco, CA 94107

(Address of principal executive offices and zip code)

(415) 348-7000

(Registrants telephone number, including area code)





625 Second Street

San Francisco, California 94107

(415) 348-7000

(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)

NASDAQ Stock Market LLC

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

Common
Stock, par value $0.001 per share

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

None

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 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 whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, as defined in Rule 12b-2 of the Exchange
Act.

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

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

As of October 31, 2008, there were
17,040,259 shares of the registrants common stock outstanding, par value $0.001 per share.









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Explanatory Note: LookSmart, Ltd. (the Company) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q/A solely for the purpose of re-filing Exhibits 10.51 and 10.52 to the Companys Quarterly Report on Form 10-Q originally filed on November 7, 2008 (the Original Quarterly Report) in response to
comments received from the Securities and Exchange Commission in connection with a pending request for confidential treatment of portions of such exhibits. The Company has made no other changes to the previously filed Original Quarterly Report.



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SIGNATURES

Pursuant to the requirements 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.



LOOKSMART, LTD.Dated: February 9, 2009By:

/s/ Stephen C. MarkowskiStephen C. MarkowskiChief Financial Officer




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EXHIBIT INDEX

Number Description of Document



|       |  |                                                                                                                               
|------ |  | ------------------------------------------------------------------------------------------------------------------------------
|10.51 |  | Paid Listings License Agreement between the Registrant and PeakClick GMBM dated April 15, 2006                                
|       | 
|10.52 |  | Advertiser Terms and Conditions between the Registrant and MeziMedia dated September 26, 2008.                                
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|       | 
|32.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|(*) | Previously filed with Original Quarterly Report.
|--- | ------------------------------------------------



|() | Material in the exhibit marked with a * * * has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission.
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