UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

Lime Energy Co.

J. Todd Arkebauer Reed Smith LLP 10 S. Wacker Drive Chicago, IL 60606 (312) 207-6453		David Mittelman Reed Smith LLP Two Embarcadero Center, Suite 2000 San Francisco, CA 94111 (415) 659-5943

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o		Third-party tender offer subject to Rule 14d-1.
þ		Issuer tender offer subject to Rule 13e-4.
o		Going-private transaction subject to Rule 13e-3.
o		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

     This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 28, 2009 relating to an offer by Lime Energy Co., a Delaware corporation (“Lime”), to exchange options to purchase an aggregate of 636,096 shares of the Lime common stock underlying eligible options.

     The Offer to Exchange filed as Exhibit 99(a)(1)(A) of the Schedule TO is hereby amended as follows:

THE OFFER

     Each of (i) the second sentence under Determination of validity; rejection of options; waiver of defects; no obligation to give notice of defects in Section 4. Procedures for Tendering Eligible Options, (ii) the final sentence of the ninth paragraph in Section 5. Change in Election, and (iii) the final sentence of Section 7. Conditions of the Offer, is hereby amended and restated as follows:

“You may challenge our determination of these matters. Only a court of competent jurisdiction may render a final and binding determination.”

     The first bulleted paragraph of Section 7. Conditions of the Offer is hereby amended and restated as follows:

•

“there shall have been instituted or be pending any action, proceeding or litigation seeking to enjoin, make illegal or delay completion of the Offer or otherwise relating in any manner to the Offer;”

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 18, 2009