UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

Amendment No. 1





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

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: 000-29748





ECHELON CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0203595                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

550 Meridian Avenue

San Jose, California 95126

(Address of principal executive office and zip code)

(408) 938-5200

(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:



|                              |  |                                                       
|----------------------------- |  | ------------------------------------------------------
|Title of each class           |  | Name of each exchange on which registered             
|Common Stock, par value $0.01 |  | The NASDAQ Stock Market LLC (The Nasdaq Global Market)

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (do not check if a smaller reporting company) |  | 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
June 30, 2008, the last business day of the registrants most recently completed second fiscal quarter, there were 40,749,043 shares of the registrants common stock outstanding, and the aggregate market value of such shares held by
non-affiliates of the registrant (based on the per share closing sale price of $10.90 of such shares on the Nasdaq Global Market on June 30, 2008) was approximately $313.5 million. Shares of the registrants common stock held by each
executive officer and director and by each entity that owns 5% or more of the registrants outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As of February 28, 2009, 40,505,160 shares of the registrants common
stock, $.01 par value per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE



|                                                                                                 |  |                              
|------------------------------------------------------------------------------------------------ |  | -----------------------------
|Document                                                                                         |  | Parts Into Which Incorporated
|Proxy Statement for the Annual Meeting of Stockholders to be held May 14, 2009 (Proxy Statement) |  | Part III                     









---

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 is to file Exhibits 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, and 10.16 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008
(the Form 10-K). Exhibit 10.10 was inadvertently omitted from our Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission (the Commission) on
March 17, 2000. Exhibits 10.11 and 10.12 were inadvertently omitted from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, as filed with the Commission on August 14, 2000. Exhibit 10.13 was inadvertently omitted
from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed with the Commission on November 14, 2000. Exhibit 10.14 was inadvertently omitted from our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed with the Commission on March 29, 2002. Exhibits 10.15 and 10.16 were inadvertently omitted from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, as filed with the Commission on
August 11, 2008. No other changes have been made to the Form 10-K.



---

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
|-------- | ---------------------------------------------------------------

3. Exhibits

Item 601 of Regulation S-K requires the following exhibits listed
below. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.



|            |  |                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                         
|            | 
|3.2(1)      |  | Amended and Restated Certificate of Incorporation of Registrant.                                                
|            | 
|3.3(2)      |  | Amended and Restated Bylaws of Registrant.                                                                      
|            | 
|4.1(3)      |  | Form of Registrants Common Stock Certificate.                                                                  
|            | 
|4.2(4)      |  | Second Amended and Restated Modification Agreement dated May 15, 1997.                                          
|            | 
|10.1(4)     |  | Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers. 
|            | 
|10.2(5)+    |  | 1997 Stock Plan and forms of related agreements.                                                                
|            | 
|10.2(a)(5)+ |  | Form of 1997 Stock Plan Stock Option Agreement with early exercise feature                                      
|            | 
|10.2(b)(1)+ |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement with early exercise feature                         
|            | 
|10.2(c)(6)+ |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement                                                     
|            | 
|10.2(d)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement                                                             
|            | 
|10.2(e)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement for non-US employees                                        
|            | 
|10.2(f)(5)+ |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria for non-US employees
|            | 
|10.2(g)(7)+ |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US employees                                 
|            | 
|10.2(h)(5)+ |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria                     
|            | 
|10.2(i)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement                                                             
|            | 
|10.2(j)*+   |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement                                                      
|            | 
|10.3(4)+    |  | 1988 Stock Option Plan and forms of related agreements.                                                         
|            | 
|10.4(4)     |  | Second Amended and Restated Modification Agreement dated May 15, 1997 (included in Exhibit 4.2).                
|            | 
|10.5(4)     |  | Form of International Distributor Agreement.                                                                    
|            | 
|10.6(4)     |  | Form of OEM License Agreement.                                                                                  
|            | 
|10.7(4)     |  | Form of Software License Agreement.                                                                             
|            | 
|10.8(4)     |  | International Distributor Agreement between the Company and EBV Elektronik GmbH as of December 1, 1997.         
|            | 
|10.9(8)+    |  | 1998 Director Option Plan.                                                                                      
|            | 
|10.10       |  | Building 1 Lease Agreement dated December 30, 1999                                                              
|            | 
|10.11       |  | First Amendment to Building 1 Lease Agreement dated May 10, 2000                                                
|            | 
|10.12       |  | Echelon Corporation Common Stock Purchase Agreement with ENEL S.p.A. dated June 30, 2000                        
|            | 
|10.13       |  | Second Amendment to Building 1 Lease Agreement dated September 22, 2000                                         
|            | 
|10.14       |  | Building 2 Lease Agreement dated November 15, 2001                                                              
|            | 
|10.15       |  | Third Amendment to Building 1 Lease Agreement dated April 10, 2008                                              
|            | 
|10.16       |  | First Amendment to Building 2 Lease Agreement dated April 10, 2008                                              
|            | 
|21.1(3)     |  | Subsidiaries of the Registrant.                                                                                 
|            | 
|23.1(9)     |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                             
|            | 
|24.1(4)     |  | Power of Attorney (see signature page).                                                                         





|        |  |                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------
|        | 
|31.1(9) |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        | 
|31.2(9) |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        | 
|31.3    |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        | 
|31.4    |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



---

|      |  |                                                                                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32(9) |  | Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|+ | Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, filed
on November 11, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated August 16, 2007, filed on August 17, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1/A filed on July 9, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1 filed on June 1, 1998.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on
March 16, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to the Registrants Current Report Form 8-K dated April 12, 2007, filed on April 18, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on
August 11, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 21, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------

|(9) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on
March 16, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



---

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.



|                     |  |  |  |                     |  |                                                                                                                                                   
|-------------------- |  |  |  | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  |  |  | ECHELON CORPORATION
|                     |  |  | 
|Date: March 11, 2010 |  |  |  | By:                 |  | /s/    OLIVER R. STANFIELD                                                                                                                        
|                     |  |  |  |                     |  | Oliver R. Stanfield, Executive Vice President and Chief Financial Officer (Duly Authorized
Officer and Principal Financial and Accounting Officer)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN
THE CAPACITIES AND ON THE DATES INDICATED.



|                                                                  |  |                                                                                                             |  |               
|----------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------
|Signatures                                                        |  | Title                                                                                                       |  | Date          
|                                                                  |  |                                                                                                            
|/s/    ROBERT R.
MAXFIELD Robert R. Maxfield                      |  | Chief Executive Officer, President and Director (Principal Executive Officer)                               |  | March 11, 2010
|                                                                  |  |                                                                                                            
|/s/    OLIVER R.
STANFIELD Oliver R. Stanfield                    |  | Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* M. Kenneth Oshman                                               |  | Chairman of the Board                                                                                       |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Armas Clifford Markkula, Jr.                                    |  | Vice Chairman                                                                                               |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Robyn M. Denholm                                                |  | Director                                                                                                    |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Robert J. Finocchio, Jr.                                        |  | Director                                                                                                    |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Richard M. Moley                                                |  | Director                                                                                                    |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Betsy Rafael                                                    |  | Director                                                                                                    |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* Larry W. Sonsini                                                |  | Director                                                                                                    |  | March 11, 2010
|                                                                  |  |                                                                                                            
|* /s/    OLIVER R.
STANFIELD Oliver R. Stanfield Attorney-In-Fact |  |                                                                                                             |  |               



---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Document                                                                                                                                                               
|            | 
|3.2(1)      |  | Amended and Restated Certificate of Incorporation of Registrant.                                                                                                                      
|            | 
|3.3(2)      |  | Amended and Restated Bylaws of Registrant.                                                                                                                                            
|            | 
|4.1(3)      |  | Form of Registrants Common Stock Certificate.                                                                                                                                        
|            | 
|4.2(4)      |  | Second Amended and Restated Modification Agreement dated May 15, 1997.                                                                                                                
|            | 
|10.1(4)     |  | Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers.                                                                       
|            | 
|10.2(5)+    |  | 1997 Stock Plan and forms of related agreements.                                                                                                                                      
|            | 
|10.2(a)(5)+ |  | Form of 1997 Stock Plan Stock Option Agreement with early exercise feature                                                                                                            
|            | 
|10.2(b)(1)+ |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement with early exercise feature                                                                                               
|            | 
|10.2(c)(6)+ |  | Form of 1997 Stock Plan Nonqualified Stock Option Agreement                                                                                                                           
|            | 
|10.2(d)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement                                                                                                                                   
|            | 
|10.2(e)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement for non-US employees                                                                                                              
|            | 
|10.2(f)(5)+ |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria for non-US employees                                                                      
|            | 
|10.2(g)(7)+ |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement for non-US employees                                                                                                       
|            | 
|10.2(h)(5)+ |  | Form of 1997 Stock Plan Performance Share Agreement with performance based vesting criteria                                                                                           
|            | 
|10.2(i)(7)+ |  | Form of 1997 Stock Plan Performance Share Agreement                                                                                                                                   
|            | 
|10.2(j)*+   |  | Form of 1997 Stock Plan Stock Appreciation Right Agreement                                                                                                                            
|            | 
|10.3(4)+    |  | 1988 Stock Option Plan and forms of related agreements.                                                                                                                               
|            | 
|10.4(4)     |  | Second Amended and Restated Modification Agreement dated May 15, 1997 (included in Exhibit 4.2).                                                                                      
|            | 
|10.5(4)     |  | Form of International Distributor Agreement.                                                                                                                                          
|            | 
|10.6(4)     |  | Form of OEM License Agreement.                                                                                                                                                        
|            | 
|10.7(4)     |  | Form of Software License Agreement.                                                                                                                                                   
|            | 
|10.8(4)     |  | International Distributor Agreement between the Company and EBV Elektronik GmbH as of December 1, 1997.                                                                               
|            | 
|10.9(8)+    |  | 1998 Director Option Plan.                                                                                                                                                            
|            | 
|10.10       |  | Building 1 Lease Agreement dated December 30, 1999                                                                                                                                    
|            | 
|10.11       |  | First Amendment to Building 1 Lease Agreement dated May 10, 2000                                                                                                                      
|            | 
|10.12       |  | Echelon Corporation Common Stock Purchase Agreement with ENEL S.p.A. dated June 30, 2000                                                                                              
|            | 
|10.13       |  | Second Amendment to Building 1 Lease Agreement dated September 22, 2000                                                                                                               
|            | 
|10.14       |  | Building 2 Lease Agreement dated November 15, 2001                                                                                                                                    
|            | 
|10.15       |  | Third Amendment to Building 1 Lease Agreement dated April 10, 2008                                                                                                                    
|            | 
|10.16       |  | First Amendment to Building 2 Lease Agreement dated April 10, 2008                                                                                                                    
|            | 
|21.1(3)     |  | Subsidiaries of the Registrant.                                                                                                                                                       
|            | 
|23.1(9)     |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                                   
|            | 
|24.1(4)     |  | Power of Attorney (see signature page).                                                                                                                                               
|            | 
|31.1(9)     |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|            | 
|31.2(9)     |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|            | 
|31.3        |  | Certificate of Echelon Corporation Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|            | 
|31.4        |  | Certificate of Echelon Corporation Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|            | 
|32(9)       |  | Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|+ | Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------------



---



|(1) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000, filed
on November 11, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference to the Registrants Current Report on Form 8-K dated August 16, 2007, filed on August 17, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1/A filed on July 9, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference to the Registrants Registration Statement on Form S-1 filed on June 1, 1998.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on
March 16, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to the Registrants Current Report Form 8-K dated April 12, 2007, filed on April 18, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated herein by reference to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on
August 11, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated herein by reference to the Registrants Registration Statement on Form S-8 filed on August 21, 2000.
|--- | -----------------------------------------------------------------------------------------------------------------

|(9) | Incorporated herein by reference to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on
March 16, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------