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, and (2) has been subject to such filing requirements for the past 90 days.

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

     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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     As of January 31,April 30, 2009, there were 21,722,73921,683,382 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.

          The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair presentation have been included. Operating results for the period ended December 28, 2008March 29, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2009. Inter-company accounts and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and footnotes thereto included in Argon ST, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008. Reclassifications are made to the prior year financial statements when appropriate, to conform to the current year presentation.

          Argon ST, Inc. (“Argon ST” or the “Company”) maintains a September 30 fiscal year-end for annual financial reporting purposes. Argon ST presents its interim periods ending on the Sunday closest to the end of the month for each quarter consistent with labor and billing cycles. As a result, each quarter of each year may contain more or less days than other quarters of the year. Management does not believe that this practice has a material effect on quarterly results or on the comparison of such results.

          Argon ST records contract revenues and costs of operations for interim reporting purposes based on annual targeted indirect rates. At year-end, the revenues and costs are adjusted for actual indirect rates. During the Company’s interim reporting periods, variances may accumulate between the actual indirect rates and the annual targeted rates. Timing-related indirect spending variances are not applied to contract costs, research and development, and general and administrative expenses, but are included in unbilled receivables during these interim reporting periods. These rates are reviewed regularly, and the Company records adjustments for any material, permanent variances in the period they become determinable.

          Argon ST’s accounting policy for recording indirect rate variances is based on management’s belief that variances accumulated during interim reporting periods will be absorbed by management actions to control costs during the remainder of the year. The Company considers the rate variance to be unfavorable when the actual indirect rates are greater than the Company’s annual targeted rates. During interim reporting periods, unfavorable rate variances are recorded as reductions to operating expenses and increases to unbilled receivables. Favorable rate variances are recorded as increases to operating expenses and decreases to unbilled receivables. At December 28, 2008,March 29, 2009, the unfavorable rate variance totaled $1,421,$4,410, which was approximately $750 less$1,103 more than the $2,171$3,307 unfavorable rate variance planned for the period. If the Company anticipates that actual contract activities will be different than planned levels, there are alternatives the Company can utilize to absorb the variance: the Company can adjust planned indirect spending during the year, modify its billing rates to its customers, or record adjustments to expense based on estimates of future contract activities. Management expects the variance to be eliminated over the course of the fiscal year and therefore, no portion of the variance is considered permanent.

          If the Company’s rate variance is expected to be unfavorable for the entire fiscal year, any modification of the Company’s indirect rates will likely increase revenue and operating expenses. Profit percentages on fixed-price contracts will generally decline as a result of an increase to indirect costs unless compensating savings can be achieved in the direct costs to complete the projects. Profit percentages on cost reimbursement contracts will generally decline as a percentage of total costs as a result of an increase in indirect costs even if the cost increase is funded by the customer. If the Company’s rate variance is favorable, any modification of the Company’s indirect rates will decrease revenue and operating expenses. In this event, profit percentages on fixed-price contracts will generally increase. Profit percentages on cost-reimbursable contracts will generally be unaffected as a result of any reduction to indirect costs, due to the fact that programs will typically expend all of the funds available. Any impact on operating income, however, will depend on a number of other factors, including mix of contract types, contract terms and anticipated performance on specific contracts.

          Basic earnings per share is computed using the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. The following summary is presented for the fiscal quartersthree and six months ended December 28, 2008March 29, 2009 and DecemberMarch 30, 2007:2008:

          Restricted shares are those shares issued to the Company’s independent directors,Board of Directors, senior management and other employees. The following table summarizes restricted shares activity for the threesix months ended December 28, 2008:March 29, 2009:

          Inventories are stated at the lower of cost or market, determined on the first-in, first-out basis. Inventories consist of the following at the dates shown below:

          At December 28, 2008,On March 29, 2009, there were no borrowings outstanding against the line of credit. Letters of credit and debt consisting of capital lease obligations at December 28, 2008March 29, 2009 amounted to $2,163,$2,513, and $37,837$37,487 was available on the line of credit.

          The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company has substantially concluded all U.S. state income tax matters for years through 2004, except for California and Michigan state returns which have a four year statute of limitations. The Company’s consolidated federal income tax return was examined through September 30, 2004 and all matters have been settled.

          If the examination periods were to expire or, in the event of an examination, the Company’s positions are sustained in favor of the Company, the Company would recognize approximately $339 of tax benefits reducing its effective rate. The Company does not believe there is a reasonable possibilitystatue of material changeslimitations related to the estimated amount of reserves forthis uncertain tax positions within the next 12 months.position will expire in June 2009.

          The Company’s accounting policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had $84$89 accrued for interest and penalties as of December 28, 2008.March 29, 2009.

          We are subject to litigation from time to time, in the ordinary course of business including, but not limited to, allegations of wrongful termination or discrimination. The Company believes the outcome of such matters will not have a material adverse effect on our results of operations, financial position or cash flows.

          In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R,Business Combinations(“SFAS No. 141R”), which replaces SFAS No. 141Business Combinations. SFAS No. 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interest, contingent consideration, and certain acquired contingencies. SFAS No. 141R also requires acquisition-related transaction expenses and restructuring cost be expensed as incurred rather than capitalized as a component of the business combination. In April 2009, the FASB issued FSP FAS 141R-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies(“FSP FAS 141R-1”), which reinstates the requirements under FAS 141 for recognizing and measuring pre-acquisition contingencies in a business combination. FSP FAS 141R-1 requires that pre-acquisition contingencies are recognized at their acquisition-date fair value if a fair value can be determined during the measurement period. If the acquisition-date fair value cannot be determined during the measurement period, a contingency shall be recognized if it is probable that an asset existed or liability had been incurred at the acquisition date and the amount can be reasonably estimated. SFAS No. 141R and FSP FAS 141R-1 will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS No. 141R wouldand FSP FAS 141R-1 will have an impact on accounting for any business combinations occurring after our fiscal year ending September 30, 2009. The Company is currently assessing the impact, if any, of this statementthese statements on its consolidated financial position, results of operations, or cash flows.

          In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”(“FSP No. FAS 142-3”). FSP No. FAS 142-3 requires companies estimating the useful life of a recognized intangible asset to consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, to consider assumptions that market participants would use about renewal or extension as adjusted for entity-specific factors. FSP No. FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of EITF 07-3FSP No. FAS 142-3 will have any material effect on our consolidated financial position, results of operations, or cash flows.

          The following discussion provides information which management believes is relevant to an assessment and an understanding of the Company’s operations and financial condition. This discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and accompanying notes as well as our annual report on Form 10-K for the fiscal year ended September 30, 2008.

          Statements in this filing which are not historical facts are forward-looking statements under the provision of the Private Securities Litigation Reform Act of 1995. These statements may contain words such as “expects”, “could”, “believes”, “estimates”, “intends”, “may”, “envisions”, “targets” or other similar words. Forward-looking statements are not guarantees of future performance and are based upon numerous assumptions about future conditions that could prove not to be accurate. Forward-looking statements are subject to numerous risks and uncertainties, and our actual results could differ materially as a result of such risks and other factors. In addition to those risks specifically mentioned in this report and in the other reports filed by the Company with the Securities and Exchange Commission (including our Form 10-K for the fiscal year ended September 30, 2008), such risks and uncertainties include, but are not limited to: the availability of U.S. and international government and commercial funding for our products and services, including, without limitation, statements with respect to total estimated remaining contract values and the Company’s expectations regarding the U.S. government’s procurement activities related thereto; changes in the U.S. federal government procurement laws, regulations, policies and budgets (including changes to respond to budgetary constraints and cost-cutting initiatives); changes in appropriations types and amounts due to the priorities of the new Administration in Washington; the number and type of contracts and task orders awarded to us; the exercise by the U.S. government of options to extend our contracts; our ability to retain contracts during any rebidding process; the timing of Congressional funding on our contracts; any delay or termination of our contracts and programs; difficulties in developing and producing operationally advanced technology systems; our ability to secure business with government prime contractors; our ability to maintain adequate and unbroken supplier performance; the timing and customer acceptance of contract deliverables; our ability to attract and retain qualified personnel, including technical personnel and personnel with required security clearances; charges from any future impairment reviews; the future impact of any acquisitions or divestitures we may make; the competitive environment for defense and intelligence information technology products and services; the ability, because of the global economy and issues in the banking industry, to secure financing when and if needed; the financial health and business plans of our commercial customers; general economic, business and political conditions domestically and internationally; and other factors affecting our business that are beyond our control. All of the forward-looking statements should be considered in light of these factors. You should not put undue reliance on any forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect new information, future events or otherwise.

          We are a leading systems engineering and development company providing full-service C5ISR (command, control, communications, computers, combat systems, intelligence, surveillance and reconnaissance) systems in several markets, including without limitation maritime defense, airborne reconnaissance, ground systems, tactical communications and network systems. These systems and services are provided to a wide range of defense and intelligence customers, including commercial enterprises. Our systems provide communications intelligence, electromagnetic intelligence, electronic warfare and information operations capabilities that enable our defense and intelligence customers to detect, evaluate and respond to potential threats. These systems are deployed on a range of military and strategic platforms including surface ships, submarines, unmanned underwater vehicles (UUV), aircraft, unmanned aerial vehicles (UAV), land mobile vehicles, fixed site installations and re-locatable land sites.

          Our revenues are primarily generated from the entire life cycle of complex sensor systems under contracts primarily with the U.S. Governmentgovernment and major domestic prime contractors, as well as with foreign governments, agencies and defense contractors. This life cycle spans across the design, development, production, installation and support of the system.

          Our government contracts can be divided into three major types: cost reimbursable, contracts, fixed-price, and time and materials. Cost reimbursable contracts are primarily used for system design and development activities involving considerable risks to the contractor, including risks related to cost estimates on complex systems, performance risks associated with real time signal processing, embedded software, high performance hardware, and requirements that are not fully understood by the customer or us, the development of technology that has never been used, and interfaces with other systems that are in development or are obsolete without adequate documentation. Fees under these contracts are usually fixed at the time of negotiation; however, in some cases the fee is an incentive or award fee based on cost, schedule, and performance or a combination of those factors. Although the U.S. government customer assumes the cost risk on these contracts, the contractor is not allowed to exceed the cost ceiling on the contract without the approval of the customer.

          Fixed-price contracts are typically used for the production of systems. Development activities similar to activities performed under previous contacts are also usually covered by fixed-price contracts, due to the lower risk involved. In these contracts, cost risks are borne entirely by the contractor. Some fixed-price contracts include an award fee or an incentive fee as well as the negotiated profit. Most foreign customers, and some U.S. customers, use fixed-price contracts for design and development work even when the work is considered high risk.

          Time and material contracts are based on hours worked, multiplied by approvedpre-negotiated labor rates, plus other costs incurred, allocated and allocated.

          Our discussion and analysis of our financial condition and results of operations are based upon our financial statements. These financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe that the estimates, assumptions, and judgments involved in the accounting practices described below have the greatest potential impact on our financial statements and, therefore, consider these to be critical accounting practices.

          General

          The majority of our contracts, which are with the U.S. government, are accounted for in accordance with the American Institute of Certified Public Accountants Statement of Position 81-1,Accounting for Performance of Construction-Type and Production-Type Contracts.These contracts are transacted using written contractual arrangements, most of which require us to design, develop, manufacture and/or modify complex products and systems, and perform related services according to specifications provided by the customer. We account for fixed-price contracts by using the percentage-of-completion method of accounting and for substantially all contracts, the cost-to-cost method is used to measure progress towards completion. Under this method, contract costs are charged to operations as incurred. A portion of the contract revenue, based on estimated profits and the degree of completion of the contract as measured by a comparison of the actual and estimated costs, is recognized as revenue each period.

          If our rate variance is expected to be unfavorable for the entire fiscal year, any modification of our indirect rates will likely increase revenue and operating expenses. Profit percentages on fixed-price contracts will generally decline as a result of an increase to indirect costs unless compensating savings can be achieved in the direct costs to complete the projects. Profit percentages on cost reimbursement contracts will generally decline as a percentage of total costs as a result of an increase in indirect costs even if the cost increase is funded by the customer. If our rate variance is favorable, any modification of our indirect rates will decrease revenue and operating expenses. In this event, profit percentages on fixed-price contracts will generally increase. Profit percentages on cost-reimbursable contracts will generally be unaffected as a result of any reduction to indirect costs, due to the fact that programs will typically expend all of the funds available. Any impact on operating income, however, will depend on a number of other factors, including mix of contract types, contract terms and anticipated performance on specific contracts.

          At December 28, 2008,March 29, 2009, the unfavorable rate variance totaled $1.4$4.4 million, which was approximately $0.8$1.1 million lessmore than the $2.2$3.3 million unfavorable rate variance planned for the period. Management expects the variance to be eliminated over the course of the fiscal year and therefore, no portion of the variance is considered permanent.

          In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment,We issue stock options, restricted stock units (“SFAS No. 123R”RSUs”) which requires that compensation costs relatedand stock appreciation rights (“SARs”) on an annual or selective basis to share-based payment transactions be recognized in financial statements. SFAS No. 123R requires all companies to measure compensation costs for all share-based payments atour directors and key employees. The fair value and eliminatesof the option ofRSUs is computed using the intrinsic methodclosing price of accounting provided for in Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees, (“APB No. 25”) which generally resulted in no compensation expense recorded in the financial statementsstock on the date of grant. The fair value of the stock options and the SARs is computed using a binomial option pricing model. Assumptions related to the grantvolatility are based on an analysis of stock options to employees and directors if certain conditions were met.

          Cost of revenues increased approximately $8.5$4.7 million or 14%6% for the three months ended December 28, 2008March 29, 2009 as compared to the three months ended DecemberMarch 30, 2007.2008. The increase was primarily due to increased contract activity and increased revenue as described above. As a result of the increased contract activity, direct materials costs, including subcontract costs, increased $6.8$2.8 million. Direct labor increased $0.9$0.7 million consistent with our increase in productionincreased development activity on fixed price contracts. Along with the increase in direct labor and direct material costs, other direct costs and overhead costs allocable to suchour cost plus type work. Other direct costs increased approximately $2.5 million. Other costs decreased $1.1$1.0 million primarily due to a $0.9 million decrease of costs not allocable to specificdirect consulting work used in engineering services or development related contracts. Cost of revenues as a percentage of total revenue increased nominallydecreased to 82%81% for the three months ended December 28, 2008March 29, 2009 as compared to 81%83% in the same quarter of fiscal year 2008.

          The provision for income taxes decreased approximately $0.2$0.1 million or 7% for the threesix months ended December 28, 2008,March 29, 2009, as compared to the threesix months ended DecemberMarch 30, 2007.2008. Our effective income tax rate decreased to 31.8%35.2% for the threesix months ended December 28, 2008,March 29, 2009, compared to an effective rate of 37.9%38.4% for the threesix months ended DecemberMarch 30, 2007.2008. The lower effective tax rate infor the quartersix months ended December 28, 2008March 29, 2009 was primarily due to a 5.6%3.0% reduction related to the renewal of the federal research and development tax credit which was realized retroactive to January 1, 2008 as a result of legislation signed into law during our first fiscal quarter of 2009. We expect our annual effective rate to approximate levels closer to a 35% to 37% range for the annual period ending September 30, 2009.

          As a result of the above, net income increased approximately $0.9$1.2 million, or 21%12%, for the threesix months ended December 28, 2008March 29, 2009 compared to the threesix months ended DecemberMarch 30, 2007.2008

          Our liquidity requirements relate primarily to the funding of working capital requirements supporting operations, capital expenditures and strategic initiatives including potential future acquisitions and research and development activities.

          The Company maintains a $40.0 million line of credit with Bank of America, N.A. (the “Lender”). The credit facility will terminate no later than February 28, 2010 at which time the facility will beand is subject to renewal.renewal at the time of termination. The credit facility also contains a sublimit of $15.0 million to cover letters of credit. In addition, borrowings on the line of credit bear interest at LIBOR plus 150 basis points. An unused commitment fee of 0.25% per annum, payable in arrears, is also required.

          All borrowings under the line of credit are collateralized by all tangible assets of the Company. The line of credit agreement includes customary restrictions regarding additional indebtedness, business operations, permitted acquisitions, liens, guarantees, transfers and sales of assets, and maintaining the Company’s primary accounts with the Lender. Borrowing availability under the line of credit is equal to the product of 1.5 and the Company’s earnings before interest expense, taxes, depreciation and amortization (EBITDA) for the trailing 12 months, calculated as of the end of each fiscal quarter. For the fiscal quarter ending December 28, 2008,March 29, 2009, EBITDA, on a trailing 12 month basis, was $41.7$42.6 million. The agreement requires the Company to comply with a specific EBITDA to Funded Debt ratio, and contains customary events of default, including the failure to make timely payments and the failure to satisfy covenants, which would permit the Lender to accelerate repayment of borrowings under the agreement if not cured within the applicable grace period. As of December 28, 2008,March 29, 2009, the Company was in compliance with these covenants and the financial ratio.

          At December 28, 2008,March 29, 2009, there were no borrowings outstanding against the line of credit. Letters of credit and debt consisting of capital lease obligations at December 28, 2008March 29, 2009 amounted to $2.2$2.5 million, and $37.8$37.5 million was available on the line of credit.

          Net cash used inprovided by operating activities was $9.4$8.4 million for the threesix months ended December 28, 2008,March 29, 2009, compared to net cash used inprovided by operating activities of $10.0$4.9 million for the threesix months ended DecemberMarch 30, 2007.2008. Cash provided by operating activities during the threesix months ended December 28, 2008March 29, 2009 was comprised of $8.0$18.4 million of net income as adjusted for non-cash reconciling items including depreciation and amortization, changes in deferred income taxes, stock-based compensation and stock-based compensation.other non-cash charges. Net income, as adjusted for non-cash reconciling items, was reduced by $17.4$10.0 million as a result of changes in operating assets and liabilities. This change was driven by a $19.3$22.4 million increase in accounts receivable net of increases in deferred revenue, and a $3.9 million decrease in accounts payable, whichrevenue. These changes were partially offset by $5.8a $7.9 million increase in accounts payable and by $4.5 million of changes in other operating assets and liabilities.

          The increase in accounts receivable is due primarily to the timing of our contractual ability to bill our customers and subsequently receive payments on such billings. Many of our fixed-price contracts contain provisions under which our customers are required to make payments when we achieve certain milestones. In many instances, these milestone payments occur after we have incurred the associated costs to which the payments will be applied. For example, under some of our contracts providing certain deliverables constitutes a milestone for which we receive a significant payment near the end of the contract, but we incur costs to complete the deliverables ratably over the life of the contract. We recognize revenue as costs are incurred and revenue recognition criteria are met, with a corresponding increase in unbilled receivables.

          The time lag between our receipt of a milestone payment and our incurrence of associated costs under the contract can be several months. Therefore, milestone payments under fixed-price contracts can significantly affect our cash position at any given time. The receipt of milestone payments will temporarily increase our cash on hand and decrease our unbilled receivables. As milestone payments under the contract are billed and received, cash will increase and unbilled receivables associated with the payment will decrease. Over the years, these milestone payments have had a significant effect on our comparative cash balances.

          Net cash provided byused in investing activities was $2.4$4.4 million for the threesix months ended December 28, 2008,March 29, 2009, compared to net cash used in investing activities of $3.0$6.4 million for the ninesix months ended DecemberMarch 30, 2007.2008. Significant capital expenditures have occurred related to internally constructed assets.assets, although we are nearing the completion of a large internally constructed asset.

          Net cash provided byused in financing activities was $0.1$1.1 million for the threesix months ended December 28, 2008March 29, 2009, compared to net cash used in financing activities of $2.7$7.5 million for the threesix months ended DecemberMarch 30, 2007.2008. In the first quarter of fiscal year 2008,six months ended March 29, 2009, cash used in financing activities was primarily comprised of $2.8$1.5 million of cash used to purchase 92,832 shares of our common stock under our stock repurchase program.buyback plan. The shares purchased in fiscal year 20082009 occurred under a stock repurchasebuyback plan which expired in August 2008. In December 2008, ourapproved by the Board of Directors approved a planin December 2008 to repurchasepurchase up to 1.0 million additional1,000,000 shares of our common stock. Through January 2008,Since March 29, 2009, we have not repurchased any shares under the approved plan.additional shares.

          As of December 28, 2008,March 29, 2009, our contractual cash obligations were as follows (in thousands):

          All unrestricted, highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. We maintain cash and cash equivalents with various financial institutions in excess of the amount insured by the Federal Deposit Insurance Corporation. We believe that any credit risk related to these cash and cash equivalents is minimal.

     ThereOn November 1, 2007, the Company filed suit in the Circuit Court of Fairfax County, Virginia, against Optical Air Data Systems, LLC (“OADS”) seeking approximately $642,000 in damages with respect to OADS’ failure to pay the Company for work performed under a subcontract with OADS in 2004 and 2005. On November 1, 2007, the Company was served with a complaint filed by OADS in the Circuit Court of Prince William County, Virginia, alleging one count of breach of contract and one count of breach of confidential disclosure agreement relating to the Company’s work under the OADS subcontract. The Company’s above-noted claim under the subcontract became a counterclaim in the lawsuit OADS filed against the Company in Prince William County, Virginia Circuit Court. On May 16, 2008, OADS amended its complaint to further allege that the Company conspired with a former OADS employee to damage OADS’ business, that the Company tortiously interfered with the employee’s employment agreements with OADS and that the Company interfered with OADS’ future business expectancies. On August 15, 2008, OADS further amended its Complaint to allege that the Company misappropriated OADS’ unspecified trade secrets and to seek injunctive relief. The damages claimed under the OADS’ complaint as amended were no material changes fromcompensatory damages in excess of $400 million, unspecified punitive damages and attorneys’ fees, treble damages under one count relating to an alleged combination to injure OADS’ trade or business, and double damages under the legal proceeding disclosedtrade secrets claim. The Company maintained its belief throughout that OADS’ claims and alleged damages were completely without merit. Trial was held as scheduled in our Form 10-K forMarch 2009. On March 18, 2009, prior to the fiscal year ended September 30, 2008, filedend of trial, the parties entered into a settlement agreement, the terms of which are confidential. As a result of the settlement, both parties agreed to dismissal of their respective claims on December 5, 2008.March 19, 2009.

     There were no other material changes from the risk factors disclosed in our Form 10-K for the fiscal year ended September 30, 2008, filed on December 5, 2008.

     None.The following table provides information about purchases that we made during the second quarter of fiscal year 2009 of our equity securities that are registered by us pursuant to Section 12 of the Exchange Act. We purchased our common stock pursuant to the stock buyback plan approved by our Board of Directors in December 2008 authorizing the repurchase of up to 1,000,000 shares. The buyback plan is scheduled to terminate on December 9, 2009.

     None.

     None.On February 24, 2009, the Company held its Annual Meeting of Stockholders. The following items were voted upon and approved by the requisite number of shares present in person or by proxy at the meeting:

     None.

     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.