##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A(Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to
    .   Commission File Number
    000-26660
      ESS Technology, Inc.
 (Exact name of Registrant as
    specified in its charter)
  California(State or other jurisdiction
    of
    incorporation or organization)

94-2928582(I.R.S. Employer
    Identification No.)48401 Fremont Blvd.,
    Fremont, California(Address of principal
    executive offices)

94538(Zip Code)   Registrants telephone number, including area code:
    (510) 492-1088
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, no par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ   Rule 12b-2 o þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K Rules 12b-15 13a-14 Form 10-K/A




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##### 



ESS
    TECHNOLOGY, INC.
  2008
    FORM 10-K
  TABLE OF
    CONTENTS
   
 PagePART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


1Item 11.


Executive Compensation


5Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


16Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


19Item 14.


Principal Accounting Fees and Services


20PART IVItem 15.


Exhibits and Financial Statement Schedules


22Signatures


23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART III Item 10.  Directors
    and Executive Officers of the Registrant



General



ESS bylaws currently provide that the number of authorized
    directors shall not be less than five or more than nine. The
    size of ESS board of directors is currently set at five
    members. Directors are elected to serve until the next annual
    meeting of shareholders and until their successors have been
    elected and qualified. Certain information about the members of
    the board of directors as of March 15, 2008 is set forth
    below:



Directors
    of the Registrant DirectorName of Nominee

Age

Principal Occupation

SinceRobert L. Blair


60


President and Chief Executive Officer of the Company


1999Peter T. Mok(1)(2)(3)


54


President and Chief Executive Officer of KLM Capital Management,
    Inc.


1993Alfred J. Stein(1)(2)(3)


75


Director of Advanced Power Technology


2003     (1)
    
    Member of the Audit Committee of the board of directors.(2)
    
    Member of the Compensation Committee of the board of directors.(3)
    
    Member of the Corporate Governance and Nominating Committee of
    the board of directors.  Robert L. Blair
  Peter T. Mok
  Alfred J. Stein start-up
 1




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##### Table of Contents



Executive
    Officers of the Registrant
    Name

Age

PositionRobert L. Blair


60


President, Chief Executive Officer and DirectorJohn A. Marsh


49


Chief Financial Officer and Vice President   Robert L. Blair
  John A. Marsh
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Corporate
    Governance
  Governance
    Principles
  http://www.esstech.com.
  Director
    Independence
     2




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Code
    of Ethics
  http://www.esstech.com. Form 8-K.
  Shareholder
    Communications
  c/o Robert
  Director
    Attendance at Annual Meetings
    Executive
    Sessions
    Board
    of Directors Meetings
    Board
    of Directors Committee Charters and Meetings
  http://www.esstech.com.
  Audit
    Committee
   3




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
    appoint, compensate, oversee, evaluate and replace, if
    necessary, the independent registered public accounting firm;
    review and approve the scope of the annual internal and external
    audit;
    review and pre-approve the engagement of our independent
    registered public accounting firm to perform audit and non-audit
    services and the related fees;
    meet independently with our internal auditing staff, independent
    registered public accounting firm and senior management;
    review disclosures from our independent registered public
    accounting firm regarding Independence Standards Board Standard
    No. 1;
    review the integrity of our financial reporting process;
    review our financial statements and SEC filings and disclosures;
    monitor compliance with our Code of Ethics; and
    establish procedures for the confidential and anonymous receipt,
    retention and treatment of complaints regarding our accounting,
    internal controls and auditing matters.  Compensation
    Committee
    Corporate
    Governance and Nominating Committee
  Deadline for Receipt of Shareholder Proposals
 4




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##### Table of Contents



Strategic
    Transaction Committee
    Item 11:
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
  Overview
  http://www.esstech.com/IR/investor_relations.shtm
  Philosophy
     5




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Objectives    
    attract and retain highly qualified executives by offering an
    overall compensation package that is competitive with that
    offered for comparable positions in comparable companies in the
    high-technology industry, in Silicon Valley and in other parts
    of the world where we operate;
    motivate executives to achieve our business goals through the
    use of an incentive compensation plan that ties a portion of an
    executives compensation to objectives of ESS and
    individual performance;
    reward achievement of our short-term and long-term performance
    goals; and
    align the interests of executives with the long-term interests
    of stockholders through executive participation in equity-based
    compensation plans. Elements
    of Executive Compensation    
    base salary;
    incentive cash compensation which consists of an annual bonus
    plan that is completely discretionary and only earned based on
    achieving certain corporate and individual objectives; and
    in past years, stock-based incentive compensation programs,
    including the shareholder-approved 1995 Equity Incentive Plan
    and 1997 Equity Incentive Plan.       6




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Determination
    of Executive Compensation
    SUMMARY
    COMPENSATION TABLE FOR 2007
    Change inPensionValue andNon-Equity

Non-QualifiedIncentive

DeferredStock

Option

Plan

Compensation

All OtherSalary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalName and Principal Position

Year

($)

($)

($)

($)(1)

($)

($)

($)

($)Fred S.L. Chan,


2007


$
165,261










$
62,583










$
47,455
(3)

$
275,299Former Chairman of the Board of Directors(2)


2006


$
328,000










$
355,928










$
298
(4)

$
684,226Robert L. Blair,


2007


$
328,000










$
93,095










$
298
(4)

$
421,393President & CEO


2006


$
328,000


$
750






$
320,484










$
298
(4)

$
649,532James B. Boyd,


2007


$
182,522


$
180,000
(5)





$
38,067










$
40,311
(6)

$
440,900Sr. V.P. & CFO(2)


2006


$
221,481


$
150,000






$
89,040










$
298
(4)

$
460,819John Marsh,


2007
(1)

$
164,141


$
10,000
(7)





$
10,437










$
297
(4)

$
184,876V.P. & CFO


2006


$
121,760






















$
9,715
(8)

$
131,475     (1)
    
    Represents the amount of compensation cost recognized during
    fiscal year 2007 related to stock option awards granted prior
    and during fiscal year 2007, as described in Statement of
    Financial Accounting Standards No. 123R (SFAS 123R).
    With the exception of Mr. Marsh who was granted 150,000
    stock option awards during 2007, no other executive officers
    were granted stock option awards in 2007. For a discussion of
    valuation assumptions, see Note 12 to our 2007 Consolidated
    Financial Statements included in this report for the year ended
    December 31, 2007.(2)
    
    Mr. Chan resigned as Chairman of the Board of Directors on
    July 18, 2007, Mr. Boyd resigned as Sr. V.P. &
    CFO on August 14, 2007 and Mr. Marsh was appointed
    VP & CFO effective August 15, 2007.(3)
    
    The $47,455 includes $47,306 of vacation accrual that was paid
    to Mr. Chan upon his termination as Chairman and $149 of
    the annual premiums paid by ESS under ESS group term life
    insurance policy and accidental death and dismemberment policy
    on behalf of Named Executive Officers.(4)
    
    Represents the annual premiums paid by ESS under ESS group
    term life insurance policy and accidental death and
    dismemberment policy on behalf of Named Executive Officers.(5)
    
    The $180,000 includes a $30,000 payment for staying with ESS
    until August 2007, and payment in full of his $150,000 MBO
    Target for 2007. The 2007 MBO Targets were $75,000 for
    filing ESS annual report on Form
    10-K and an
    additional $75,000 for filing the annual report on
    Form 10-K
    in a timely manner.(6)
    
    The $40,311 represents $39,662 of vacation accrual that was paid
    to Mr. Boyd upon his termination as CFO and $649 of the
    annual premiums paid by ESS under ESS group term life
    insurance policy and accidental death and dismemberment policy
    on behalf of Named Executive Officers. 7




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##### Table of Contents



(7)
    
    The $10,000 represents a percentage of Mr. Marshs
    salary while serving as corporate controller, pro-rated for the
    period prior to Mr. Marsh becoming chief financial officer
    in August 2007.(8)
    
    The $9,715 includes $9,490 of vacation pay paid when
    Mr. Marsh terminated employment on October 6, 2006 and
    $225 of annual premiums paid by ESS under ESS group term
    life insurance policy and accidental death and dismemberment
    policy.  Cash-Based
    Compensation
      Base
    Salary
    Incentive
    Bonus Compensation
    Discretionary
    Bonuses
    Stock-Based
    Compensation
   8




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9




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##### Table of Contents



Compensation
    for the Chief Executive Officer and Chairman of the Board of
    Directors
      Tax
    Considerations
     Grants of
    Plan-Based Awards for 2007    All Other


All OtherStock


OptionAwards:


Awards:


ExerciseNumber of


Number of


or Base


Grant DateEstimated Future Payouts Under


Shares of


Securities


Price of


Fair ValueNon-Equity Incentive Plan Awards(1)


Stock or


Underlying


Option


of StockGrant


Threshold


Target


Maximum


Units


Options


Awards


and OptionName

Date/Plan


(#)


(#)


(#)


(#)


(#)


($/Share)


Awards(2)01/16/2007John Marsh


1997 Plan



















40,000


$
0.96


$
4,50908/10/2007
    2002 Plan






$
40,000











110,000


$
1.26


$
5,929     (1)
    
    Mr. Marsh was hired as Corporate Controller on
    January 15, 2007. His targeted annual MBO Bonus was set at
    $20,000. Upon his appointment as VP & CFO on
    August 15, 2007 his targeted annual MBO Bonus was increased
    to $40,000. The target bonus amounts do not include thresholds
    or maximums.(2)
    
    The value of a stock or option award is based on the fair value
    as of the grant date of such awards pursuant to
    SFAS 123(R). Please refer to Note 12,
    Stock-Based Compensation, in the Notes to
    Consolidated Financial Statements included in this report for
    the relevant assumptions used to determine the compensation cost
    of our stock and option awards. 10




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Option
    Exercises and Stock Vested for 2007
   Outstanding
    Equity Awards at Fiscal Year End for 2007    Stock AwardsEquityEquity


IncentiveOption Awards











Incentive


PlanEquity














Plan


Awards:Incentive














Awards:


Market orPlan














Number of


PayoutAwards:











Market


Unearned


Value ofNumber of


Number of


Number of








Number


Value of


Shares,


UnearnedSecurities


Securities


Securities








of Shares


Shares or


Units or


Shares,Underlying


Underlying


Underlying








or Units


Units of


Other


Units orUnexercised


Unexercised


Unexercised


Option





of Stock


Stock


Rights


OtherOptions


Options


Unearned


Exercise


Option


That Have


That Have


That Have


Rights That(#)


(#)


Options


Price


Expiration


not Vested


not Vested


not Vested


haveName

Exercisable


Unexercisable


(#)


($)


Date


($)


($)


(#)


not VestedRobert L. Blair


24,410




(1)






9.7800



7/8/2013















375,590




(1)






9.7800



7/8/2013















168,000




(1)






4.8750



1/3/2011















16,000




(1)






4.1200



6/28/2015















15,420




(1)






4.1200



6/28/2015















144,580




(1)






4.1200



6/28/2015















3,750




(1)






4.1200



6/28/2015















154,666




(1)






4.1200



6/28/2015















11,250




(1)






4.1200



6/28/2015















1,000




(1)






4.1200



6/28/2015















John Marsh


9,167



30,833
(2)






0.9600



1/15/2017















9,167



100,833
(3)






1.2600



8/9/2017















     (1)
    
    Options were fully vested as of December 31, 2007.(2)
    
    1/48th of the 40,000 shares vest monthly on the 16th day of
    each month commencing February 16, 2008 through
    January 16, 2011.(3)
    
    1/48th of the 110,000 shares vest monthly on the 10th day
    of each month commencing September 10, 2007 through
    August 10, 2011.  Potential
    Payments Upon Termination or Change in Control
     11




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##### Table of Contents



Potential Payments Upon Change-in-Control TerminationIntrinsic Value ofCash


Benefit


Accelerated Equity Awards


280G ExciseName

Severance


Continuation


Options(1)


Restricted Stock


Tax Gross Up


TotalRobert L. Blair





















$
0
(2)John Marsh









$
54,970










$
54,970Peter T. Mok









$
4,538










$
4,538Alfred J. Stein









$
4,538










$
4,538Bruce Alexander









$
10,792










$
10,792     (1)
    
    Intrinsic value is based on the unvested options as of
    March 31, 2008 that would be accelerated at the closing of
    the merger and calculated on the difference between the $1.64
    cash-out merger consideration per share and the exercise price
    of the accelerated option.(2)
    
    The exercise price of Mr. Blairs options exceed the
    $1.64 cash-out merger consideration per share and these shares
    are fully vested Other
    Potential Post-Employment Payments    Compensation
    of Directors
    12




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Quarterly Retainer

$
5,000Scheduled Meeting Fee*

$
2,000Special Meeting Fee**

$
500Additional Quarterly Committee Retainer:Audit Committee Chair

$
4,000Audit Committee Member

$
2,000Other Committee Chair

$
1,000Other Committee Member

$
500Strategic Transaction Committee Compensation+Strategic Transaction Committee Chair

$
95,000Strategic Transaction Committee Member

$
76,000     *
    
    $1,000 for each scheduled meeting attended via conference call.**
    
    For each special meeting, attended in person or via conference
    call, where board actions are required.+
    
    Compensation is a one time payment that is not conditioned upon
    the recommendation or consummation of a strategic transaction.      DIRECTOR
    COMPENSATION
  Change inPensionFees Earned








Non-Equity


Value andor Paid


Stock


Option


Incentive Plan


Nonqualified


All Otherin Cash


Awards


Awards


Compensation


Deferred


Compensation


TotalName(1)

($)


($)


($)(2)(3)


($)


Earnings


($)


($)Bruce J. Alexander

$
37,000






$
8,026














$
45,026Gary L. Fischer

$
21,000






$
33,180














$
54,180Peter T. Mok(4)

$
121,000






$
16,441














$
137,441Alfred J. Stein(4)

$
138,000






$
18,970














$
156,970  13




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##### Table of Contents



(1)
    
    Robert L. Blair, director of ESS, is not listed on this table
    because he is also a named executive officer and received no
    compensation for serving on our board of directors. Bruce J.
    Alexander was appointed to the board on February 16, 2007
    and passed away in March 2008. Gary L. Fischer resigned from the
    board on May 21, 2007. Fred Chan resigned from the board on
    July 18, 2007 and, like Robert L. Blair, he received no
    compensation for serving on our board of directors.(2)
    
    The grant date fair value pursuant to FAS 123R of option
    awards issued to our non-employee director Bruce Alexander in
    2007 is $27,525. There were no option awards issued to the other
    non-employee directors during 2007.(3)
    
    The following are the aggregate number of option awards
    outstanding for each of our non-employee directors as of
    December 31, 2007, the last day of the 2007 fiscal year:
    Bruce Alexander: 44,167; Peter Mok: 74,167; and Alfred Stein:
    90,417 and 33,125 for Gary Fischer, who resigned on May 21,
    2007.(4)
    
    On February 7, 2008, Alfred J. Stein, Chairman, and Peter
    T. Mok received fees in the amount of $95,000 for Mr. Stein
    and $76,000 for Mr. Mok for serving on the strategic
    transaction committee. 14




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COMPENSATION
    COMMITTEE REPORT
  Regulation S-K
    
    COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  Regulation S-K.
 15




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##### Table of Contents



Item 12:
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters  BENEFICIAL
    OWNERSHIP OF SECURITIES
  c/o ESS
  Shares BeneficiallyOwned(1)


Options% of


ExercisableNumber of


Common


on or BeforeName and Address

Shares


Stock


May 30, 2008(1)Dimensional Fund Advisors, LP(2)


1,945,975



5.5
%


1299 Ocean Ave.
    Santa Monica, CA 90401Renaissance Technologies LLC(3)


2,852,422



8.0
%


800 Third Ave.,
    33rd
    floor
    New York, NY 10022Loeb Arbitrage Management, Inc.(4)


3,976,935



11.2
%


61 Broadway
    New York, NY 10006Chan Family Foundation(5)


3,264,826



9.2
%


19770 Stevens Creek Boulevard
    Cupertino, CA  95014Robert L. Blair, Director, President and CEO


24,724



*




(6)John Marsh, Vice President and Chief Financial Officer


150,000



*



150,000
(7)James B. Boyd, CFO,


2,003



*



Senior Vice President and 
    Assistant Secretaryc/o ESS
    Technology, Inc.
    48401 Fremont Blvd.
    Fremont, CA 94538Fred S.L. Chan(8)


1,420,000



4.0
%


19770 Stevens Creek Boulevard
    Cupertino, CA  95014Bruce J. Alexander,


44,167



*



44,167
(9)Former Directorc/o ESS
    Technology, Inc.
    48401 Fremont Blvd.
    Fremont, CA 94538Peter T. Mok,


15,000



*



15,000
(10)Directorc/o KLM
    Capital Management, Inc.
    10 Almaden Blvd., Suite 988
    San Jose, CA 95113Alfred Stein, Jr., Director


15,000



*



15,000
(11)c/o ESS
    Technology, Inc.
    48401 Fremont Blvd.
    Fremont, CA 94538All executive officers and directors as a group(12)


1,672,279



4.0
%


224,167  16




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##### Table of Contents



*
    
    Less than one percent of the outstanding shares of ESS
    common stock.(1)
    
    Unless otherwise indicated below, the persons and entities named
    in the table have sole voting and sole investment power with
    respect to all shares shown as beneficially owned, subject to
    community property laws where applicable and except as indicated
    in the other footnotes to this table. As of March 31, 2008,
    35,548,423 shares of ESS common stock were issued and
    outstanding. Shares of common stock subject to options that are
    currently exercisable or exercisable within 60 days after
    March 31, 2008 are deemed to be outstanding and to be
    beneficially owned by the person holding such options for the
    purpose of computing the percentage ownership of such person but
    are not treated as outstanding for the purpose of computing the
    percentage ownership of any other person. Additionally, for
    purposes of this table, it is assumed that the cash-out merger
    will close within sixty (60) days of March 31, 2008
    and therefore, the options that accelerate upon change of
    control will be vested. Therefore, if the exercise price is less
    than the per share cash-out merger consideration of $1.64,
    options that accelerate as a result of the cash-out merger are
    included in the share numbers in this table. Options that will
    accelerate that have an exercise price that is greater than the
    per share cash-out merger consideration are excluded from the
    table, but identified in the reporting owners individual
    footnote, provided their ownership of common stock is more than
    1%.(2)
    
    The Schedule 13G/A filed on February 6, 2008 by
    Dimensional Fund Advisors LP (fka Dimensional
    Fund Advisors, Inc.) (Dimensional) indicates
    that Dimensional is an investment adviser registered under
    Section 203 of the Investment Advisers Act of 1940 and
    serves as investment manager to certain other commingled group
    trusts and separate accounts (the Funds).
    Dimensional possesses investment and/or voting power of the
    securities of ESS, but disclaims beneficial ownership of the
    securities as the Funds own the securities.(3)
    
    The Schedule 13G/A filed by Renaissance Technologies LLC
    (RTC) on February 13, 2008 indicates that RTC
    is an Investment Adviser. James H. Simons, an individual, is
    also reflected as an owner of ESS common stock as he is a
    control person of RTC.(4)
    
    The Schedule 13D/A filed by Loeb Partners Corp., a
    registered broker/dealer and a registered investment adviser on
    November 13, 2007 and the
    Schedule 13F-HR
    filed by Loeb Arbitage Management, Inc., an institutional
    investment manager on February 15, 2008 (collectively
    referred to as Loeb) indicates that Loeb is, and
    that Loeb Shares of common stock of ESS are held by, several
    funds managed by Loeb or its affiliate organizations
    specifically including: Loeb Arbitrage Fund, Loeb Partners
    Corporation, Loeb Offshore Fund Ltd., Loeb Arbitrage B
    Fund LP, Loeb Offshore B Fund Ltd., Loeb Marathon
    Fund, LP and Loeb Marathon Offshore Fund, Ltd.(5)
    
    The Chan Family Foundation is a California 501(c) nonprofit
    corporation.(6)
    
    Excludes 884,666 options to purchase common stock because they
    will terminate upon a change of control of ESS because the
    exercise price is more than the per share cash-out merger
    consideration. The exercise prices of those options are as
    follows: 400,000 options at $9.78 per share; 138,000 options at
    $4.8750 per share; 346,666 options at $4.12 per share.(7)
    
    Includes 116,042 options that will accelerate upon a change of
    control. The exercise prices for the aggregate 150,000 options
    are as follows: 40,000 options at $0.96 per share and 110,000 at
    $1.26 per share.(8)
    
    Fred S. L. Chan and Annie M. H. Chan are husband and wife (the
    Chans). Fred S. L. Chan served as a director and
    Chairman of the board of directors until July 18, 2007.
    This amount includes 1,140,000 shares held by the Annie
    M.H. Chan Living Trust for the benefit of Annie M. H. Chan and
    280,000 shares held by a trust for the benefit of Michael
    Y.J. Chan, a minor child who resides with the Chans.(9)
    
    Includes 27,500 options that will accelerate upon a change of
    control. The exercise price for the 44,167 options reflected in
    the table is $1.27.(10)
    
    Includes 6,458 options that will accelerate upon change of
    control. The exercise price for the aggregate 15,000 options
    reflected in the table is $0.98 per share. 59,167 options are
    excluded from the table because they will terminate upon a
    change of control of ESS because the exercise price is more than
    the per share cash-out merger consideration. The exercise prices
    of those options are as follows: 15,000 at $4.00 per share;
    15,000 at $6.83 per share; 417 options at $6.96 per share; 2,500
    at $7.05 per share; 15,000 at $8.32 per share; 1,250 at $11.6875
    per share; 10,000 at $15.02 per share. 17




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##### Table of Contents



(11)
    
    Includes 6,458 options that will accelerate upon change of
    control. The exercise price for the 15,000 options reflected in
    the table is $0.98 per share. 75,417 options are excluded from
    the table because they will terminate upon a change of control
    of ESS because the exercise price is more than the per share
    cash-out merger consideration. The exercise prices of those
    options are as follows: 15,000 at $4.00 per share; 15,000 at
    $6.83 per share; 40,417 options at $6.96 per share; 5,000 at
    $8.32 per share.(12)
    
    Includes 1,140,000 shares held by trusts held for the
    benefit of individuals in the immediate family of a former
    director as described in Note (8). EQUITY
    COMPENSATION PLAN INFORMATION    Equity
    Compensation Plan Information(1)
  Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityNumber of Securities





Compensationto be Issued Upon


Weighted-Average


PlansExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding Options,


SecuritiesOptions, Warrants


Warrants and


Reflected inPlan Category

and Rights(a)


Rights(b)


Column(a)(b)Equity compensation plans approved by security holders


2,726,398


$
5.95



831,243
(2)Equity compensation plans not approved by security holders


633,219


$
3.70



1,352,451Total


3,359,617


$
5.52



2,183,694     (1)
    
    Includes only options outstanding under ESS stock option
    plans, as no stock warrants or rights were outstanding as of
    December 31, 2007.(2)
    
    Includes 132,493 shares of common stock reserved for future
    issuance under the ESS Technology, Inc. 1995 Employee Stock
    Purchase Plan.   18




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##### Table of Contents



PERFORMANCE
    GRAPH
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    ESS Technology, Inc., The NASDAQ Composite Index
    And The RDG Technology Composite Index
  
  
    Item 13.
    Certain
    Relationships and Related Transactions  Review,
    Approval or Ratification of Related Person
    Transactions
     19




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##### Table of Contents



Transactions
    with Related Persons
    Business and Properties of the
    Company Legal Proceedings
    Item 14.
    Principal
    Accountant Fees and Services  Fees Paid
    to PricewaterhouseCoopers LLP
    Fiscal Year


Fiscal Year2007


2006Audit Fees

$
1,103,256


$
1,326,995Tax Fees


348,787



209,003All Other Fees


2,320



2,320Total

$
1,454,363


$
1,538,318   Audit
    Fees
  Form 10-Q
  Tax
    Fees
   20




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##### Table of Contents



All
    Other Fees
      Policy on
    Audit Committee Pre-Approval and Permissible Non-Audit Services
    of Independent Registered Public Accounting Firm
   21




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##### Table of Contents



PART IV Item 15.
    Exhibit
    and Financial Statement Schedules  Exhibits
   22




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##### Table of Contents



SIGNATURES  Form 10-K/A
    By:
    /s/  Robert
    L. Blair   President and Chief Executive Officer
   23




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit Title31.1


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 Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.32.2


Certification Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Represents a management contract or compensatory plan or
    arrangement.**
    
    Confidential treatment has been granted with respect to certain
    portions of this agreement. 24