**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q/A**


(Amendment
      No. 1)





QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the quarterly period ended**September
                30, 2007**





Commission
      file number: **0-19771**





**ACORN
      FACTOR, INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            
            **22-2786081**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)**4
                West Rockland Road**
              **Montchanin,
                Delaware**
            
            **19710**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(302)
      656-1708**


(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 is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.




Large
      accelerated filer  ̈  Accelerated
      filer  ̈  Non-accelerated
      filer 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





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.





Class
            
            Outstanding
                at November 16, 2007Common
                Stock, $0.01 par value per share
            
            10,231,143
                shares








**EXPLANATORY
      NOTE**





We
      are
      filing this Amendment No. 1 on Form 10-Q/A to the Registrant’s Quarterly Report
      on Form 10-Q for the quarter ended September 30, 2007 filed with the Securities
      and Exchange Commission on November 19, 2007 (the “Original Filing”) to correct
      the date in the signature to Exhibit 32.2. Accordingly we are refiling Exhibits
      31.1, 31.2, 32.1, and 32.2, corrected to be dated the date hereof. We have
      not
      made any other changes to the Original Filing.





Except
      as
      identified above, no other items included in the Original Filing have been
      amended. This Amendment No.1 on Form 10-Q/A does not modify or attempt to update
      the financial statements, footnotes or any other disclosures as contained in
      the
      Original Filing.




**Item
        6.**  **Exhibits.**
 
 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 pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.32.2
              
              Certification
                  of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.
  
  **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 its Principal Financial
        Officer thereunto duly authorized.
   **ACORN
                FACTOR, INC.**Dated:
                November 20, 2007
              By:
              /s/ Michael
                BarthMichael
                  Barth
                Chief
                  Financial Officer