** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D. C.  20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

** **

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

 

**For the Fiscal Year Ended:December 31, 2007**

 

**OR**

 

| **o**  | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE** |
|--------|------------|-------------------------------------------------------------------------|
|   |       | **SECURITIES  EXCHANGE ACT OF 1934**                                    |

 

**Commission File Number: 000-22780**

 

**FEICOMPANY**

(Exact name ofregistrant as specified in its charter)

 

| **Oregon**                                                       | ** ** | **93-0621989**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation  or organization) |       | (I.R.S. Employer  Identification No.) |

 

| **5350 NE  Dawson Creek Drive, Hillsboro, Oregon** | ** ** | **97124-5793** |
|----------------------------------------------------|------------|----------------|
| (Address of  principal executive offices)          |       | (Zip Code)     |

 

Registrant’stelephone number, including area code:  **503-726-7500**

 

Securities registered pursuant to Section 12(b) of the Act: **Common Stock and associated Preferred Stock**

 

**Purchase Rights****(currently attached to and trading only with theCommon Stock)**

 

Name of each exchange on which registered: **NasdaqGlobal Stock Market**

 

# **Securities registered pursuant to Section 12(g) ofthe Act:**None

 

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Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

Yeso     No x

 

Indicateby check mark if the Registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.  o

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x    No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K, or anyamendment to this Form 10-K.   x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company. Seedefinition of “accelerated filer,” “large accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler x  Accelerated filer o  Non-accelerated filer o (Donot check if a smaller reporting company) Smaller reporting company o

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes o     No x

 

Theaggregate market value of the voting and non-voting common equity held bynon-affiliates, computed by reference to the last sales price ($32.46) asreported by The Nasdaq Global Stock Market, as of the last business day of theregistrant’s most recently completed second fiscal quarter (June 29,2007), was $1,173,174,059.

 

Thenumber of shares outstanding of the registrant’s Common Stock as of February 26,2008 was 36,438,824 shares.

 

**Documents Incorporated byReference**

 

TheRegistrant has incorporated by reference into Part III of this AnnualReport on Form 10-K portions of its Proxy Statement for its 2008 AnnualMeeting of Shareholders to be filed pursuant to Regulation 14A.

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1to the Annual Report on Form 10-K/A amends our annual report on Form 10-Kfor the year ended December 31, 2007, which was filed on February 29,2008.

 

On the cover page ofour Annual Report on Form 10-K for the fiscal year ended December 31,2007 filed with the Securities and Exchange Commission on February 29,2008, we incorrectly stated that the number of shares outstanding of registrant’sCommon Stock as of February 26, 2008 was 79,276,724. The correctnumber of shares outstanding of registrant’s Common Stock on February 26,2008 was 36,438,824. We have corrected this error by filing thisAmendment No. 1 to the Annual Report on Form 10K/A with acorrected cover page.

 

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**SIGNATURES**

 

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

 
| Date:  March 14, 2008 | FEI COMPANY                                                                                          |
|----------------------------|------------------------------------------------------------------------------------------------------|
|                       |                                                                                                 |
|                       |                                                                                                 |
|                       | /s/ DON R. KANIA                                                                                     |
|                       | Don R. Kania                                                                                         |
|                       | President and  Chief Executive Officer                                                               |
|                       | (Principal  Executive Officer)                                                                       |
|                       |                                                                                                 |
|                       |                                                                                                 |
|                       | /s/ RAYMOND A.  LINK                                                                                 |
|                       | Raymond A. Link                                                                                      |
|                       | Executive Vice  President and Chief Financial Officer   (Principal Financial and Accounting Officer) |

 

**Exhibits**

 

The following exhibits are filed herewith and thislist is intended to constitute the exhibit index.

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                           |
| 31.1                 |       | Certification of Chief Executive Officer pursuant to  Rule 13a-14(a) or Rule 15d-14(a) of the Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of The  Sarbanes-Oxley Act of 2002 |
|                 |       |                                                                                                                                                                                                                           |
| 31.2                 |       | Certification of Chief Financial Officer pursuant to  Rule 13a-14(a) or Rule 15d-14(a) of the Securities  Exchange Act of 1934, as adopted pursuant to Section 302 of The  Sarbanes-Oxley Act of 2002 |

 

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