UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549_________________________

FORM
10-K/AAmendment No.
1_________________________

|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

|o |  | 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:
0-31773

LOGICVISION,
INC.(Exact name of registrant as
specified in its charter)

|Delaware                                                          |  | 94-3166964                                
|----------------------------------------------------------------- |  | ------------------------------------------
|(State or
      other jurisdiction of                             |  | (IRS
      Employer                       
|incorporation or organization)                                    |  | Identification No.)                       
|                                                                 
|25 Metro
      Drive, Third Floor                                 |  |                                           
|San Jose,
      California 95110                                  |  | **(408)****453-0146**                     
|(Address of
      principal executive offices)                    |  | (Registrants telephone number,           
|                                                                  |  | including
      area code)                
|                                                                 
|Securities registered pursuant to Section 12(b) of the
      Act:
|Title of each class                                               |  | Name of exchange on which
      registered
|Common
      Stock, par value $0.0001 per share                   |  | The NASDAQ
      Stock Market LLC         
|Series A
      Participating Preferred Stock Purchase Rights      |  | The NASDAQ
      Stock Market LLC         

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 o 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 o No x

Indicate
by check mark whether the registrant (1) has filed all reports required 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 xNo o

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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) 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. 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.

|Large
      accelerated filero | Accelerated
      filero | Non-accelerated filero                              | Smaller
      reporting company x
|------------------------------ | ------------------------ | --------------------------------------------------- | ---------------------------------
|                               |                          | (Do not check
      if a 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 o No x

The
aggregate market value of Common Stock held by non-affiliates of the registrant
(based upon the closing sale price on The Nasdaq Capital Market on June 30,
2008) was approximately $7.5 million. Shares held by each executive officer,
director and by each person who owns 10% or more of the 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 March 31, 2009, there were
9,473,572 shares of Common Stock, $0.0001 per share par value,
outstanding.

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LOGICVISION, INC.

TABLE OF CONTENTS

2008 FORM 10-K/A

|                 |   |                                                                                                      | Page
|---------------- | - | ---------------------------------------------------------------------------------------------------- | ----
|                 |   |                                                                                                      |     
|Explanatory Note | 2
|                 |   |                                                                                                      |     
|Part III         |   |                                                                                                      |     
|                 |   |                                                                                                      |     
|Item 10.         |   | Directors, Executive Officers and Corporate Governance                                               | 3   
|                 |   |                                                                                                      |     
|Item 11.         |   | Executive Compensation                                                                               | 5   
|                 |   |                                                                                                      |     
|Item 12.         |   | Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters | 9   
|                 |   |                                                                                                      |     
|Item 13.         |   | Certain Relationships and Related Transactions, and Director
      Independence                      | 11  
|                 |   |                                                                                                      |     
|Item 14.         |   | Principal Accountant Fees and Services                                                               | 12  
|                 |   |                                                                                                      |     
|Signature        |   |                                                                                                      | 13  

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EXPLANATORY NOTE

LogicVision, Inc. is filing this Amendment No. 1 (the Amended Report)
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed with the Securities and Exchange Commission (the SEC) on March 18, 2009
(the Original Report) in order to add certain information required by the
following items of Form 10-K:

|Item     |  | Description                                                                                         
|-------- |  | ----------------------------------------------------------------------------------------------------
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                              
|         |  |                                                                                                     
|Item 11. |  | Executive Compensation                                                                              
|         |  |                                                                                                     
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
|         |  |                                                                                                     
|Item 13. |  | Certain Relationships and Related Transactions, and Director
      Independence                     
|         |  |                                                                                                     
|Item 14. |  | Principal Accountant Fees and Services                                                              

We hereby
amend Items 10, 11, 12, 13 and 14 of Part III of our Original Report by deleting
the text of such Items 10, 11, 12, 13 and 14 in their entirety and replacing
them with the information provided below under the respective headings. The
Amended Report does not affect any other items in our Original Report. As a
result of this amendment, we are also filing as exhibits to this Amended Report
the certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
Because no financial statements are contained in this Amended Report, we are not
including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

Except as otherwise expressly stated for the items amended in this
Amended Report, this Amended Report continues to speak as of the date of the
Original Report and we have not updated the disclosure contained herein to
reflect events that have occurred since the filing of the Original Report.
Accordingly, this Amended Report should be read in conjunction with our Original
Report and our other filings made with the SEC subsequent to the filing of the
Original Report.

All references to the Company, we,
us, or our mean LogicVision, Inc.

2

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PART III

Item 10.Directors, Executive Officers and
Corporate Governance

Directors

Biographical information concerning each of the directors is set forth
below.

ServedasDirectorName
    
    Since
    
    Age
    
    Principal Business Experience for
      the Past Five YearsGregg E. Adkin
    
    2004
    
    45
    
    Mr. Adkin was appointed Chairman
      of the Board in March 2006. Mr. Adkin has been a General Partner at Valley
      Ventures, a venture capital fund, since May 2001. From 1986 to April 2001,
      Mr. Adkin was employed at Intel Corporation, most recently as Director of
      Strategic Investments. Mr. Adkin is on the Board of Directors of Innovasic
      Semiconductor Corp, Newport Imaging Corporation and Seclarity, Inc. Mr.
      Adkin holds a BS in Electrical Engineering from Boston University.James T. Healy
    
    2003
    
    68
    
    Mr. Healy has served as the
      Companys President and Chief Executive Officer since December 2003. From
      July 2002 to November 2003, Mr. Healy was President of Spirox USA and
      Executive Vice President of Business Development and Strategic Marketing
      for Spirox Corporation, a provider of semiconductor manufacturing
      equipment and software. From April 2000 to June 2002, Mr. Healy was
      President of ASAT, Inc., a provider of semiconductor design, assembly and
      test services. From December 1999 to March 2000, Mr. Healy served as an
      independent consultant to software companies and from May 1998 to November
      1999, Mr. Healy was Executive Vice President, Sales & Marketing at
      FormFactor, Inc., a manufacturer of advanced semiconductor wafer probe
      cards. He holds a BS in Business and an MS in Psychology from California
      State University, Hayward.Randall A. Hughes
    
    2004
    
    70
    
    Mr. Hughes has been the Chairman,
      President, Chief Executive Officer and founder of ManSim Inc., a
      manufacturing software company, since June 2002. Mr. Hughes was a
      consultant to Valchemy, Inc. from May 2001 to September 2006. From
      November 1999 to October 2001, Mr. Hughes was Vice President of Business
      Development at Genesis Semiconductor. Mr. Hughes holds a BA with majors in
      Mathematics and Physics from Northern Michigan University.


3

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ServedasDirectorName
    
    Since
    
    Age
    
    Principal Business Experience for
      the Past Five YearsRichard Okumoto
    
    2007
    
    56
    
    Mr. Okumoto has been the Chief
      Financial Officer for Advanced Micro-Fabrication Equipment, Inc., a
      manufacturer of capital equipment for the semiconductor industry, since
      May 2007. Mr. Okumoto served as a director for Vitex Systems Inc., from
      January 2005 to January 2006. From May 2003 until May 2005, he was the
      Chief Financial Officer and Secretary of Photon Dynamics, Inc., a
      manufacturer of capital equipment for the flat panel display industry.
      From December 2002 until May 2003, Mr. Okumoto was Vice President of
      Administration and Chief Financial Officer at Electro Scientific
      Industries, Inc., a manufacturer of semiconductor capital equipment. Mr.
      Okumoto currently serves as a member of the Board of Directors for the San
      Jose State University Research Foundation. Mr. Okumoto holds a B.S. in
      Business Administration from San Jose State University.Matthew Raggett
    
    2004
    
    48
    
    Mr. Raggett has been the
      President and Chief Executive Officer of Adaus Ventures since February
      2004. From October 2002 to February 2004, Mr. Raggett served as the
      President and Chief Executive Officer of Analog Design Automation, Inc.
      From August 1995 to October 2002, Mr. Raggett was the Vice President of
      Worldwide Field Operations for inSilicon Corporation. Mr. Raggett holds a
      higher technical certificate in Electronic Engineering (BSEE) from
      Brighton Technical College, England.Richard C. Yonker
    
    2003
    
    61
    
    Mr. Yonker has been the Senior
      Vice President of Finance and the Chief Financial Officer of Vitesse
      Semiconductor Corporation since December 2006. Mr. Yonker was the Chief
      Financial Officer of Capella Photonics, Inc., an optical network company,
      from October 2005 to November 2006. He previously was the Chief Financial
      Officer of Avanex Corporation, an optical components company, from April
      2005 to September 2005. From March 2004 to March 2005, he was the Chief
      Financial Officer of Actelis Networks, Inc., a fiber performance over
      copper telecom company. From February 2003 to February 2004 he was a
      consultant. Mr. Yonker served as Chief Financial Officer of Agility
      Communications, Inc., an optical networking component company, from
      November 2000 to January 2003. From March 2000 to October 2000, Mr. Yonker
      was Vice President and Chief Financial Officer of MMC Networks, Inc., a
      semiconductor company acquired by Applied Micro Circuits Corporation in
      October 2000. Mr. Yonker holds an MS in Management (Finance) from MIT, and
      a BS in Industrial Engineering from General Motors Institute.


Audit
Committee

The Company
has a separately designated standing Audit Committee established in accordance
with Section 3(a) (58) (A) of the Securities Exchange Act of 1934. The members
of the Audit Committee are Richard Okumoto (Chairperson), Randall A. Hughes and
Richard C. Yonker. All of such members qualify as an independent director
under applicable Nasdaq Stock Market standards and meet the standards
established by The Nasdaq Stock Market for serving on an audit committee. The
Companys Board of Directors has determined that Mr. Okumoto qualifies as an
audit committee financial expert under the definition outlined by the
Securities and Exchange Commission.

4

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Section 16(a) Beneficial
Ownership Reporting Compliance

Under the securities
laws of the United States, the Companys directors, executive officers and any
persons holding more than 10% of the Companys Common Stock are required to
report their initial ownership of the Companys Common Stock and any subsequent
changes in that ownership to the Securities and Exchange Commission. Specific
due dates for these reports have been established and the Company is required to
identify in those persons who failed to timely file these reports. To the
Companys knowledge, based solely on a review of such reports furnished to the
Company and written representations that no other reports were required during
the fiscal year ended December 31, 2008, all Section 16(a) filing requirements
applicable to our officers, directors and 10% stockholders were satisfied for
2008, except for Gregg E. Adkin, Randall A. Hughes, Richard Okumoto, Matthew
Raggett and Richard C. Yonker, who each filed one late report in connection with
an annual grant of non-qualified stock options under the Company's 2000 Stock
Incentive Plan.

Code of Business
Conduct

The Company has adopted a Code of
Business Conduct for all of its directors, officers and employees. The Companys
Code of Business Conduct is available on the Companys website at
www.logicvision.com. To date, there have been no waivers under the Companys Code of Business
Conduct. The Company will disclose future amendments to certain provisions of
its Code of Business Conduct and will post any waivers, if and when granted,
under its Code of Business Conduct on the Companys website at www.logicvision.com.

Executive
Officers

Certain information required by this
item concerning executive officers is set forth in Part I of this Report under
the caption Executive Officers of the Registrant and is incorporated herein by
reference.

Item 11. Executive Compensation

Executive
Compensation

The
Summary Compensation Table and the tables that follow provide compensation
information for James T. Healy, as President and Chief Executive Officer, the
two most highly compensated executive officers of the Company who were serving
as executive officers at the end of 2008, which in 2008 were Fadi Maamari and
Mei Song, and Ronald H. Mabry, a former executive officer of the
Company.

Summary Compensation
Table

|                                            |  |      |  |            |         |        |  | Option Awards              |         | Non-Equity Incentive Plan |  | All Other   |        |  |  | 
|------------------------------------------- |  | ---- |  | ---------- | ------- | ------ |  | -------------------------- | ------- | ------------------------- |  | ----------- | ------ |  |  | 
|Name and Principal
      Position           |  | Year |  | Salary
($) |         | ($)(4) |  | Compensation ($)
      (5) |         | Compensation
      ($)    |  | Total
  ($)
|James T. Healy                              |  | 2008 |  |            | 311,000 |        |  |                            | 176,079 |                           |  |             | -      |  |  | 
|President and Chief Executive Officer       |  | 2007 |  |            | 300,000 |        |  |                            | 143,994 |                           |  |             | 80,000 |  |  | 
|                                            | 
|Fadi Maamari                                |  | 2008 |  |            | 222,250 |        |  |                            | 104,517 |                           |  |             | -      |  |  | 
|Chief Operating Officer (1)                 |  |      |  |            |         |        |  |                            |         |                           |  |             |        |  |  | 
|                                            | 
|Mei Song                                    |  |      |  |            |         |        |  |                            |         |                           |  |             |        |  |  | 
|Vice President, Finance and Chief Financial |  | 2008 |  |            | 138,125 |        |  |                            | 52,391  |                           |  |             | -      |  |  | 
|Officer (2)                                 |  |      |  |            |         |        |  |                            |         |                           |  |             |        |  |  | 
|                                            | 
|Ronald H. Mabry                             |  | 2008 |  |            | 225,451 |        |  |                            | 56,623  |                           |  |             | -      |  |  | 
|Former Vice President Field Operations &    |  |      |  |            |         |        |  |                            |         |                           |  |             |        |  |  | 
|Applications Engineering (3)                |  | 2007 |  |            | 254,148 |        |  |                            | 87,135  |                           |  |             | 24,000 |  |  | 

|(1) |  | Mr. Maamari was
      appointed Chief Operating Officer effective October 14, 2008.                               
|--- |  | ------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Ms. Song was appointed
      Vice President, Finance and Chief Financial Officer effective October 14,
      2008.
|   
|(3) |  | On October 24, 2008,
      the Company entered into a separation agreement with Ronald H.
      Mabry.            

5

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|(4) |  | Amounts listed in this
      column represent the compensation expense of option awards recognized by
      the Company under FAS 123R for the corresponding fiscal year, rather than
      amounts paid to or realized by a named individual, and includes expense
      recognized for awards granted prior to such year. Please refer to Note 8
      to our consolidated financial statements in our Annual Report on Form 10-K
      for the year ended December 31, 2008 for the underlying assumptions for
      this expense. There can be no assurance the options will be exercised (in
      which case no value will be realized by the individual) or that the value
      on exercise will approximate the compensation expense recognized by the
      Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | Amounts listed in this
      column represent bonuses paid under the annual incentive compensation plan
      for 2007. These amounts are not reported in the Bonus column because the
      award is tied to corporate performance goals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(6) |  | Represents $43,333 in
      separation payments and $7,200 in payments made with respect of an auto
      allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(7) |  | Represents payments
      made with respect of an auto
allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Salary

The
annual salaries of the named executive officers are reflected under the Salary
column of the Summary Compensation Table. The Compensation Committee reviews
salaries on an annual basis, and may recommend to the independent members of the
Board of Directors adjustments to each executive officers salary from time to
time based on the individuals contributions and responsibilities on a
case-by-case basis.

Incentive Compensation

None of our named executive officers
earned a bonus under our cash bonus plan for the 2008 fiscal year. Under the
cash bonus plan for the 2008 fiscal year, which was based upon both qualitative
and quantitative goals, bonuses to executive officers were based upon the
achievement of specified targets relating to bookings, revenues, net income/net
loss, net end-of-period cash and qualitative objectives. The independent members
of the Board of Directors, taking into account the recommendations of the
Compensation Committee of the Board of Directors, approved the 2008 cash bonus
plan. Achievement of each of the target objectives for bookings, revenues, net
income/net loss, and net end-of-period cash would have resulted in payment of up
to 20% of the target bonus, provided that the Company met or exceeded minimum
threshold targets of bookings, revenues, net income/net loss, and net
end-of-period cash. Executive officers were eligible to receive 120% of their
target bonuses if the Company met or exceeded the highest threshold targets for
bookings, revenues, net income/net loss, net end-of-period cash and qualitative
objectives.

Stock Option Awards

In 2008,
all named executive officers received grants of options to purchase Common
Stock. The exercise price was the fair market value of the Companys Common
Stock on the grant date. Although these awards will generally vest and become
exercisable over a four-year period, the amounts disclosed in the Option Awards
column of the Summary Compensation Table attributable to the 2008 awards reflect
the portion of these awards expensed by the Company in the 2008 fiscal year
under FAS 123R. The balance of the amount set forth in the Option Awards column
is attributable to the amounts expensed by the Company in the 2008 fiscal year
for outstanding stock option awards from previous years under FAS
123R.

The
amounts, if any, actually realized by the named executive officers for the 2008
awards will vary depending on the vesting of the award and the price of the
Companys Common Stock in relation to the exercise price at the time of
exercise. Detail regarding the number of exercisable and unexercisable options
held by each named executive officer at year-end is set forth in the Outstanding
Equity Awards at Fiscal Year-End Table below.

Employment Contracts, Termination
of Employment and Change-in-Control Arrangements

In 2003,
the Compensation Committee recommended, and the Board of Directors approved, the
amendment of the outstanding stock option agreements then in effect and the form
of stock option agreement used under the Companys 2000 Stock Incentive Plan to
provide for acceleration of vesting in full in certain circumstances following a
change in control of the Company. Because the amendment applied to all
outstanding stock option agreements and the form of stock option agreement, the
provision regarding acceleration of vesting applies to options that are held by,
or may be issued to, the named executive officers.

6

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In October 2008, the Company entered
into a separation agreement with Ronald H. Mabry, its former Vice President,
Field Operations and Application Engineering. Under the separation agreement,
Mr. Mabry continued receiving as separation payments his base salary until April
14, 2009 or, if earlier, until commencing new employment. In addition, the
Company agreed to pay 75% of the premium payments for coverage under COBRA
through April 30, 2009.

In November 2008, the Company entered
into Change of Control Severance Agreements with each of James T. Healy, Fadi
Maamari and Mei Song. The agreements entered into with Messrs. Healy and Maamari
replaced existing Change of Control Severance Agreements between each of them
and the Company. Each agreement provides that in the event of an involuntary
termination of the executive within three months before or twelve months after a
change of control of the Company, the executive will be entitled to (i) a cash
payment based on the executives annual base salary as of the termination date
(equal to 150% of such annual base salary for Mr. Healy, and equal to 100% of
such annual base salary for each of Mr. Maamari and Ms. Song), (ii) a cash
payment based the executives target bonus and target commission for the year in
which the executive is terminated (equal to 150% of such target bonus and target
commission for Mr. Healy, and equal to 100% of such target bonus and target
commission for each of Mr. Maamari and Ms. Song), (iii) the immediate
acceleration of vesting and exercisability of the executives outstanding
options to acquire the Companys common stock and (iv) reimbursement of health
insurance premiums for the executive and eligible dependents for up to twelve
months measured from the date of termination. The executives have agreed not to
solicit employees of the Company for a period of time (18 months for Mr. Healy,
and 12 months for each of Mr. Maamari and Ms. Song) following termination of
employment giving rise to severance payments, and not to compete with the
Company for the period during which they receive severance payments. A change
of control includes a merger or consolidation involving the Company in which
the Companys stockholders immediately prior to such merger or consolidation own
50% or less of the voting power of the surviving entitys voting securities,
sale of all or substantially all of the Companys assets, the approval by the
Companys stockholders of a plan of complete liquidation or dissolution, and the
acquisition by a person or related group of persons of 50% or more of the voting
power of the Companys voting securities.

2008 Outstanding Equity Awards At
Fiscal Year-End

|                |  | Option Awards
    (1)  
|--------------- |  | -----------------------
|                |  |                        
|                |  | Number of Securities   
|                |  | Underlying Unexercised 
|Name            |  | Options (#) Exercisable
|James T. Healy  |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                | 
|Fadi Maamari    |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                | 
|Mei Song        |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                | 
|Ronald H. Mabry |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        
|                |  |                        

7

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|(1) |  | The number of shares
      and the exercise price for certain options listed in this table has been
      adjusted to reflect a 1-for 2.5 reverse split of the Companys Common
      Stock effected on March 12, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Except as otherwise
      noted in note (3), all options listed in this table become exercisable as
      to 25% of the shares on the first anniversary of the grant date, with the
      remaining shares vesting ratably each six-month period thereafter over the
      following three years. Except as otherwise noted, the options have a term
      of ten years, subject to earlier termination in certain events relating to
      termination of employment. Vesting of the options is subject to
      acceleration under the circumstances described under Employment
      Contracts, Termination of Employment and Change-in-Control
      Arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) |  | On March 8, 2007, the
      Company completed an exchange offer with its eligible employees, including
      its executive officers, to exchange some or all of their outstanding stock
      options to purchase Common Stock that had with an exercise price greater
      than $3.70 per share (as adjusted for a 1-for 2.5 reverse split of the
      Companys Common Stock effected on March 12, 2008) for replacement
      options. Each of our executive officers exchanged all of their eligible
      options for replacement options. The exchange ratio applicable to our
      executive officers was one-for-1.25. The exercise price per share of each
      replacement option granted was $2.50 and each replacement option has a one
      year vesting period, one-half of which vested on the date that was six
      months after the replacement options issuance date and the remainder
      vesting in equal monthly installments over the next six months. Each
      replacement option has an expiration term of ten years. Options that did
      not have an exercise price greater than $3.70 per share were not eligible
      for exchange, and such options vest as to 25% of the shares on the first
      anniversary of the grant date, with the remaining shares vesting ratably
      each six-month period thereafter over the following three
  years.

Compensation of Directors

The
Companys non-employee directors each receive a cash retainer of $10,000 per
year, payable in equal quarterly installments. The Chairman of the Board
receives an additional cash retainer of $10,000 per year, payable in equal
quarterly installments. The Chair of the Audit Committee receives an additional
cash retainer of $5,000 per year, payable in equal quarterly installments, and
the Chairs of the other Committees of the Board of Directors receive an
additional cash retainer of $2,000 per year, payable in equal quarterly
installments. In addition, the Company reimburses directors for reasonable
expenses in connection with attendance at meetings of the Board of Directors and
committee meetings. Directors who are employees of the Company do not receive
any cash compensation for their services as directors.

In
addition to cash compensation for services as a member of the Board, under the
Companys 2000 Stock Incentive Plan, directors who are not employees also
receive an initial grant of an option to purchase 8,000 shares of Common Stock
at the fair market value of the Common Stock on the date of grant, which vests
in two equal annual installments on each of the first two anniversaries of the
date of grant, or, if earlier, immediately prior to the next two regular annual
meetings of the Companys stockholders following the date of grant. On the first
business day following each regular annual meeting of the Companys stockholders
after appointment or election to the Board, each non-employee director receives
an option to purchase 4,000 shares of Common Stock at the fair market value of
the Common Stock on the date of grant, which vests in full on the first
anniversary of the date of grant, or if earlier, immediately prior to the next
regular annual meeting of the Companys stockholders following the date of
grant. Each non-employee director who is not initially elected at a regular
annual meeting of stockholders receives an option to purchase a pro rata portion
of 4,000 shares based on the number of full months remaining from the date of
election until the next regular annual meeting, which vests in full immediately
prior to the next regular annual meeting of the Companys stockholders following
the date of grant. Each director option that has been outstanding at least six
months will vest in full upon a change in control.

8

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The table below shows the compensation
paid to each non-employee director for their service in 2008.

2008 Director
Compensation

Director
    
    Fees Earned or Paid in Cash
      ($)
    
    Option Awards ($) (1)
    (2)
    
    Total ($)Gregg E. Adkin
    
    
    20,000
    
    
    
    3,248
    
    
    
    23,248Randall A. Hughes
    
    
    10,000
    
    
    
    3,248
    
    
    
    13,248Richard Okumoto
    
    
    15,000
    
    
    
    3,248
    
    
    
    18,248Matthew Raggett
    
    
    12,000
    
    
    
    3,248
    
    
    
    15,248Richard C. Yonker
    
    
    12,000
    
    
    
    3,248
    
    
    
    15,248


|(1) |  | Amounts listed in this
      column represent the compensation expense of option awards recognized by
      the Company under Statement of Financial Accounting Standards No. 123
      (revised 2004) (FAS 123R) for the 2008 fiscal year, rather than amounts
      paid to or realized by a named individual, and includes expense recognized
      for awards granted prior to 2008. Please refer to Note 8 to our
      consolidated financial statements in our 2008 Annual Report on Form 10-K
      for the underlying assumptions for this expense. There can be no assurance
      the options will be exercised (in which case no value will be realized by
      the individual) or that the value on exercise will approximate the
      compensation expense recognized by the Company.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The following table
      provides the number of shares of Common Stock subject to outstanding
      options held at December 31, 2008 for each director, as applicable (as
      adjusted for a 1-for 2.5 reverse split of the Companys Common Stock
      effected on March 12, 2008):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Number of
      Shares UnderlyingName
    
    Unexercised
OptionsGregg E. Adkin
    
    26,000Randall A.
      Hughes
    
    27,000Richard Okumoto
    
    16,000Matthew
      Raggett
    
    27,000Richard C. Yonker
    
    24,000


Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters

Equity Compensation Plan Information

The following table sets forth certain
information regarding the Companys equity compensation plans as of December 31,
2008 (as adjusted to reflect the 1-for-2.5 reverse stock split of our Common
Stock which became effective March 12, 2008):

|                                                              |  |                              |           |                      |     | Number of securities 
|------------------------------------------------------------- |  | ---------------------------- | --------- | -------------------- | --- | ---------------------
|                                                              |  |                              |           |                      |     | remaining available  
|                                                              |  |                              |           |                      |     | for future issuance  
|                                                              |  |                              |           |                      |     | under equity         
|                                                              |  | Number of securities         |           | Weighted-average     |     | compensation plans   
|                                                              |  | to
      be issued upon      |           | exercise price of    |     | (excluding securities
|                                                              |  | exercise of outstanding      |           | outstanding options, |     | reflected in         
|                                                              |  | options, warrants and rights |           | warrants and rights  |     | column (a))          
|Plan category                                                 |  |                              | (a)       |                      | (b) |                      
|Equity compensation plans approved by security
      holders: |  |                              |           |                      |     |                      
|1994 Flexible Stock Incentive Plan and                        |  |                              |           |                      |     |                      
|2000 Stock Incentive Plan                                     |  |                              | 2,776,892 |                      |     |                      
|2000 Employee Stock Purchase Plan                             |  |                              |          |                      |     |                      
|                                                              |  |                              |           |                      |     |                      
|Total                                                         |  |                              | 2,776,892 |                      |     |                      

9

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|(1) |  | Consists of the number
      of shares reserved for issuance under the Companys 2000 Stock Incentive
      Plan. The number of shares reserved for issuance under the Companys 2000
      Stock Incentive Plan will be increased on the first day of each of the
      Companys fiscal years from 2002 to 2010 by the lesser of 300,000 shares,
      3.5% of the outstanding shares of the Companys common stock on that date
      or a lesser amount determined by the Companys Board of Directors. Stock
      options, restricted stock, restricted stock units or stock appreciation
      rights may be awarded under the 2000 Plan.                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Consists of the number
      of shares available for sale pursuant to the Companys 2000 Employee Stock
      Purchase Plan. Shares of common stock will be purchased at a price equal
      to 85% of the fair market value per share of common stock on either the
      first day preceding the offering period or the last date of the offering
      period, whichever is less. The number of shares reserved for issuance will
      be increased on the first day of each fiscal year, commencing in 2002, by
      the lesser of 50,000 shares, 1% of the outstanding common stock on that
      date, or such lesser number of shares as is determined by the Board of
      Directors.

Security Ownership of Certain
Beneficial Owners and Management

The following
table sets forth certain information as of March 31, 2009 as to shares of the
Common Stock beneficially owned by: (i) each person who is known by the Company
to own beneficially more than 5% of its Common Stock, (ii) each of the Companys directors, (iii) each
of the Companys executive officers named under Executive Compensation --
Summary Compensation Table, and (iv) all directors and executive officers of
the Company as a group. Ownership information is based upon information
furnished by the respective individuals or entities, as the case may be. Unless
otherwise noted below, the address of each beneficial owner is c/o LogicVision,
Inc., 25 Metro Drive, Third Floor, San Jose, California 95110. The percentage of
Common Stock beneficially owned is based on 9,473,572 shares outstanding as of
March 31, 2009. In addition, shares issuable pursuant to options or warrants
which may be exercised within 60 days of March 31, 2009 are deemed to be issued
and outstanding and have been treated as outstanding in calculating the
percentage ownership of those individuals possessing such interest, but not for
any other individuals. Thus, the number of shares considered to be outstanding
for the purposes of this table may vary depending on the individuals particular
circumstances.

Right to
      Acquire
    
    
    
    Percentage
      ofNumber of
      Shares
    
    Beneficial
      Ownership
    
    
    
    Common
      StockName and
      Address of Beneficial
    
    of Common
      Stock
    
    within 60
      days of
    
    
    
    BeneficiallyOwner
    
    Beneficially Owned
      (1)
    
    March 31, 2009
    
    Total
    
    OwnedDirectors and NamedExecutive Officers:Gregg E. Adkin (2)
    
    939,170
    
    26,000
    
    965,170
    
    10.2%James T. Healy
    
    48,116
    
    242,000
    
    290,116
    
    3.0%Randall A. Hughes
    
    10,000
    
    27,000
    
    37,000
    
    *Richard Okumoto
    
    0
    
    16,000
    
    16,000
    
    *Matthew Raggett
    
    6,206
    
    27,000
    
    33,206
    
    *Richard C. Yonker
    
    0
    
    24,000
    
    24,000
    
    *Fadi Maamari
    
    13,250
    
    78,020
    
    91,270
    
    *Mei Song
    
    9,150
    
    19,400
    
    28,550
    
    *Ronald H. Mabry
    
    1,000
    
    0
    
    1,000
    
    *5% Stockholders:Austin W. Marxe and David M.Greenhouse (3)
    
    781,332
    
    0
    
    781,332
    
    8.3%MicroCapital LLC (4)
    
    1,088,534
    
    0
    
    1,088,534
    
    11.5%Pacific Asset Partners (5)
    
    484,000
    
    0
    
    484,000
    
    5.1%Ruth and Roy Rogers (6)
    
    881,451
    
    0
    
    881,451
    
    9.3%Valley Ventures II, L.P. andValley Ventures III, L.P. (7)
    
    939,170
    
    0
    
    939,170
    
    9.9%Wellington Management Co.
      LLP (8)
    
    639,000
    
    0
    
    639,000
    
    6.8%All Directors and Executive Officersas a group (8 persons)
    
    1,025,892
    
    459,420
    
    1,485,312
    
    15.0%


10

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|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1) |  | To the Companys
      knowledge, the persons named in the table have sole voting and investment
      power with respect to all shares of Common Stock shown as beneficially
      owned by them, subject to community property laws where applicable and the
      information contained in the notes to this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(2) |  | Includes 346,491
      shares held by Valley Ventures II, L.P. and 592,679 shares held by Valley
      Ventures III, L.P. Mr. Adkin is a managing member of VV II Management,
      L.L.C., the general partner of Ventures II and a managing member of VV III
      Management, L.L.C., the general partner of Ventures III. Mr. Adkin is also
      a limited partner of Ventures II and Ventures III. Mr. Adkin disclaims
      beneficial ownership of the Companys shares held by Valley Ventures II,
      L.P. and Valley Ventures III, L.P., except to the extent that his interest
      in the shares arise from his interest, if any, in those entities. See note
      (6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(3) |  | According to a
      Schedule 13G/A filed jointly on February 13, 2008 by Austin W. Marxe and
      David M. Greenhouse, Messrs. Marxe and Greenhouse share voting and
      dispositive power over 113,752 shares of Common Stock owned by Special
      Situations Technology Fund, L.P., and 667,580 shares of Common Stock owned
      by Special Situations Technology Fund II, L.P. The principal place of
      business for Messrs. Marxe and Greenhouse is 527 Madison Avenue, Suite
      2600, New York, NY 10022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(4) |  | According to a
      Schedule 13G/A filed jointly on December 7, 2007 by MicroCapital LLC, Ian
      P. Ellis and MicroCapital Fund, LP, MicroCapital LLC, a registered
      investment adviser and Mr. Ellis, a managing member and majority owner of
      MicroCapital LLC, have shared voting and dispositive power over 1,088,534
      shares, and MicroCapital Fund, LP has shared voting and dispositive power
      over 794,847 shares. MicroCapital LLC acts as investment advisor and
      general partner to MicroCapital Fund, LP and as investment advisor to
      MicroCapital Fund Ltd. The address of the principal office of MicroCapital
      LLC, Mr. Ellis and MicroCapital Fund, LP is 623 Fifth Avenue, Suite 2502,
      New York, NY 10022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(5) |  | According to a
      Schedule 13G filed jointly on December 29, 2006 by Pacific Asset Partners,
      an investment adviser, has sole voting and dispositive power over the
      shares listed. The address of the principal place of business for Pacific
      Asset Partners is 222 Kearney Street, Suite 410, San Francisco, CA 94108.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(6) |  | According to a
      Schedule 13G filed jointly on August 21, 2008 by Rogers Family Trust and
      Roy and Ruth Rogers Unitrust, Roy and Ruth Rogers may be deemed to
      beneficially own the 881,451 shares listed in the table. Rogers Family
      Trust has sole voting power and sole dispositive power to 620,950 shares
      listed in the table. Roy and Ruth Rogers Unitrust have sole voting power
      and sole dispositive power with respect to 260,501 shares listed in the
      table. The address for both entities is 3000 Sand Hill Road, Bldg 1, Suite
      260, Menlo Park, CA 94025.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(7) |  | According to an
      amended Schedule 13D/A filed jointly on June 27, 2006 by Valley Ventures
      II, L.P., Valley Ventures III, L.P., VV II Management, L.L.C., VV III
      Management, L.L.C., John M. Holliman III, Gregg E. Adkin and Lawrence J.
      Aldrich, Ventures II holds 346,491 shares and Ventures III holds 572,679
      shares. VV II Management, L.L.C., the general partner of Valley Ventures
      II, has sole power to vote or to direct the vote and sole power to dispose
      or direct the disposition of the shares of Common Stock held by Ventures
      II. Each of Messrs. Adkin and Holliman, as managing members of VV II, has
      sole power to vote or to direct the vote of the shares held by Ventures II
      and shared power to dispose or direct the disposition of the shares held
      by Ventures II. VV III Management, L.L.C., the general partner of Valley
      Ventures III, has sole power to vote or to direct the vote and sole power
      to dispose or direct the disposition of the shares of Common Stock held by
      Ventures III. Each of Messrs. Adkin and Holliman, as managing members of
      VV III, has shared power to vote or to direct the vote of the shares held
      by Ventures III and shared power to dispose or direct the disposition of
      the shares held by Ventures III. Messrs. Adkin and Holliman are limited
      partners of Ventures II and Ventures III. Each of VV II, VV III, Mr. Adkin
      and Mr. Holliman disclaims beneficial ownership of all shares of Common
      Stock held by Ventures II and Ventures III except to the extent that his
      or its interest in the shares arises from his or its interest, if any, in
      those entities. The business address for each person and entity is 80 East
      Rio Salado Parkway, Suite 705, Tempe, AZ 85281. Mr. Adkin is a director of
      the Company.
|   
|(8) |  | According to Schedules
      13G filed on February 17, 2009 by Wellington Management Company, LLP and
      Wellington Trust Company, NA, in their roles as investment advisers,
      Wellington Management Company, LLP and Wellington Trust Company, NA have
      shared voting and shared dispositive power over 639,000 shares. The
      address of the principal office for Wellington Management Company, LLP and
      Wellington Trust Company, NA is 75 State Street, Boston, MA 02109.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Item 13. Certain Relationships and
Related Transactions, and Director Independence

Director Independence

The Board
of Directors has determined that, except for Mr. Healy, each individual who
currently serves as a member of the Board is, and each individual who served as
a member of the Board in 2008 was, an independent director within the meaning
of Rule 4200 of The NASDAQ Stock Market. Mr. Healy is not considered independent
as he is employed by the Company as its President and Chief Executive
Officer.

11

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Item 14. Principal Accountant Fees
and Services

The
following table presents fees for professional audit services rendered by the
Companys independent registered public accounts for the audit of its annual
financial statements for 2008 and 2007, and fees billed for other services
rendered by its independent registered public accounts.

Year Ended December
      31,2008
    
    **2007**(in thousands)Audit Fees
    
    $
    245
    
    $
    181Audit-Related
      Fees
    
    
    -
    
    
    3Tax Fees
    
    
    -
    
    
    -All Other
      Fees
    
    
    -
    
    
    18Total
    
    $
    245
    
    $
    202


Audit Fees consist of fees billed
for professional services rendered for the audit of the Companys consolidated
financial statements and the review of the Companys interim consolidated
financial statements included in quarterly reports and services that are
normally provided by the Companys independent registered public accounting firm
in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of fees
billed for assurance and related services that are reasonably related to the
performance of the audit or review of the Companys consolidated financial
statements and are not reported under Audit Fees.

Tax Fees consist of fees billed for
professional services rendered for tax advice, planning and compliance (domestic
and international). These services include the preparation and review of income
tax returns, and international returns, and assistance regarding transfer
pricing, federal, state and international tax compliance, and international tax
planning.

All Other Fees consist of fees for
products and services other than the services described above, including
subscription to online services and attendance at training classes.

Pre-Approval Policies and
Procedures

It is the Companys policy that all
audit and non-audit services to be performed by LogicVisions independent
registered accounting firm be approved in advance by the Audit Committee. All of
the services provided in 2008 were pre-approved.

12

---

SIGNATURE

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                     | LOGICVISION, INC.
|-------------------- | -----------------
|                    
|Date: April 29, 2009 |                  
|                    
|                     | By:              
|                     |                  
|                     |                  
|                     |                  

13

---

EXHIBIT INDEX

|**Exhibit** |  | Description
      of                                           | 
|----------- |  | -------------------------------------------------------------- | 
|Number      |  | Document                                                       | 
|31.3        |  | Rule 13a-14(a) Certification of Chief Executive
      Officer.
|           
|31.4        |  | Rule 13a-14(a) Certification of Chief Financial
      Officer.

---