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 March 31, 2009

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)





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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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 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

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









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Explanatory Note

This Amendment No. 1 on Form 10-Q/A amends the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 that we previously filed with the Securities and Exchange Commission on May 15,
2009. We are filing this Amendment No. 1 solely for the purpose of amending Part II, Item 6, Exhibits 31.1 and 31.2 to include introductory language in paragraph 4 referring to internal control over financial reporting.

This Amendment No. 1 amends Exhibits 31.1 and 31.2 only. All other items and exhibits contained in the Form 10-Q as filed on May 15, 2009
remain unchanged. This Amendment No. 1 does not reflect facts or events occurring after the original file date of May 15, 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 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.

Dated: July 17, 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, 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         |  |  |  | July 17, 2009
|Colin J. Cumming        |  |  |  | (Principal Executive Officer)                |  |  |  |              
|                        |  |  |  |                                             
|/ S / DEBORAH D. MOSIER |  |  |  | Chief Financial Officer                      |  |  |  | July 17, 2009
|Deborah D. Mosier       |  |  |  | (Principal Financial and Accounting Officer) |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Executive Chairman of the Board              |  |  |  | July 17, 2009
|Hans C. Kobler          |  |  |  |                                              |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Director                                     |  |  |  | July 17, 2009
|E. Spencer Abraham      |  |  |  |                                              |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Director                                     |  |  |  | July 17, 2009
|Joseph M. Jacobs        |  |  |  |                                              |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Director                                     |  |  |  | July 17, 2009
|Robert A. Maginn, Jr.   |  |  |  |                                              |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Director                                     |  |  |  | July 17, 2009
|Mark L. Plaumann        |  |  |  |                                              |  |  |  |              
|                        |  |  |  |                                             
|/s/ *                   |  |  |  | Director                                     |  |  |  | July 17, 2009
|Rodney E. Slater        |  |  |  |                                              |  |  |  |              



|      |  |                       
|----- |  | ----------------------
|* By: |  | / S / DANIEL T. MONGAN
|      |  | Daniel T. Mongan      
|      |  | Attorney-In-Fact      



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