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,
2009





Commission
file number:  0-19771





ACORN
ENERGY, 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 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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).





Yes o  No  o




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  ̈   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


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 6, 2009Common
      Stock, $0.01 par value per share
                
                11,646,788
      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, 2009, as filed with the
Securities and Exchange Commission on November 12, 2009 (the “Original Filing”),
to correct the reference to the period for the report in Exhibits 32.1 and
32.2.  Accordingly we are refiling Item 6 and Exhibits 31.1, 31.2,
32.1, and 32.2. 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.




10.1
            
            Lease
      Agreement dated September 4, 2009 by and between SCR-Tech, LLC and Fat Boy
      Trading Company*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.





*
Previously filed.










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
      ENERGY INC.Dated:
      December 24,  2009
              By:
              /s/ Michael
      BarthMichael
      BarthChief
      Financial Officer