UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





FORM 8-K





CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(D) OF


THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  May 15, 2012


EMRISE CORPORATION


(Exact name of registrant as specified in its charter)





Delaware001-1034677-0226211(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)2530 Meridian Parkway, Durham, NC27,713(Address of principal executive offices)(Zip Code)


(408) 200-3040


(Registrant's telephone number, including area code)


Not Applicable


(Former name or former address, if changed since last report.)











Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











---




|          |                                               
|--------- | ----------------------------------------------
|Item 2.02 | Results of Operations and Financial Condition.

On May 15, 2012, EMRISE Corporation issued a press release entitled “EMRISE Announces 2012 First Quarter Financial Results.”  A copy of the press release is attached hereto and incorporated by reference as Exhibit 99.1.





Item 7.01  Regulation FD Disclosure





The disclosure contained in Item 2.02 is incorporated by reference into this Item 7.01.





Item 9.01  Financial Statements and Exhibits.


(d)  Exhibits.





Exhibit No.  Description


|     |                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------
|99.1 | Press Release issued by the Company entitled “EMRISE Announces 2012 First Quarter Financial Results,” dated May 15, 2012.*

* Filed herewith.





---




SIGNATURE


Pursuant to the requirements 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 hereunto duly authorized.





Date:  May 15, 2012EMRISE CORPORATIONBy:/s/ Carmine T. OlivaCarmine T. OlivaChief Executive Officer








---




EXHIBIT INDEX





Exhibit  No.  Description





|     |                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------
|99.1 | Press Release issued by the Company entitled “EMRISE Announces 2012 First Quarter Financial Results,” dated May 15, 2012.*

* Filed herewith.