8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 16, 2009 (March 12, 2009)

NETWORK ENGINES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30863	04-3064173
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation		Identification No.)
25 Dan Road, Canton, MA		02021
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (781) 332-1000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

On March 12, 2009, the Board of Directors of Network Engines, Inc. (the “Company”) authorized the Company to resume repurchases of its outstanding common stock under the stock repurchase program established on June 12, 2008.  The press release announcing the reinstatement of the repurchase program is attached hereto as Exhibit 99.1 and is incorporated by reference.

The information in this Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits

99.1 Press Release entitled “NEI Re-Institutes Stock Repurchase Program” issued March 16, 2009

2

Signature(s)

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 hereunto duly authorized.

		NETWORK ENGINES, INC.
Date: March 16, 2009	By:	/s/ Douglas G. Bryant
		Douglas G. Bryant
		Chief Financial Officer, Treasurer and Secretary

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

NEI / 25 Dan Road Canton, MA / 02021-2817 / telephone: 781 332 1000 / fax: 781 770 2000   www.nei.com

NEI RE-INSTITUTES STOCK REPURCHASE PROGRAM

CANTON, MA — March 16, 2009 —  NEI (Nasdaq: NENG), a leading provider of application platforms, appliances and services for storage, security and communications software developers, today announced that its Board of Directors has authorized the re-institution of the Company’s stock repurchase program. This program, initially launched on June 12, 2008, authorizes the repurchase of up to $5 million of NEI’s common stock from time to time on the open market or in non-solicited privately negotiated transactions.  During 2008, the Company had repurchased approximately $1.1 million, or 1,256,801 shares.

The timing and amount of shares repurchased will be determined at management’s discretion, depending upon its evaluation of market conditions and other factors.  The Company plans to use existing working capital and future cash generation to finance the repurchases.  On December 31, 2008, NEI reported a cash balance of $13.2 million and had approximately 43.2 million shares of common stock outstanding with a book value of about $1.25 per share.

“The Board’s decision to re-initiate the repurchase program strongly validates its confidence in and the prospects for the Company’s future,” said Greg Shortell, President and Chief Executive Officer of NEI.  “We believe that the repurchase of our common stock at this time is an effective use of our capital based on current market conditions and the price of our stock relative to the Company’s balance sheet and enterprise value.”

About NEI

NEI is a leading provider of application platforms, appliances and services for software developers, OEMs and service providers worldwide.  NEI enables customers to more effectively deploy, manage and support application platforms and appliances using its comprehensive capabilities, including solution design, integration control, global logistics, smart services, technical support and maintenance. Founded in 1997, NEI is headquartered in Canton, Massachusetts and trades on the NASDAQ exchange under the symbol NENG. For more information about NEI’s products and services, visit www.nei.com.

Safe Harbor for Forward-Looking Statements

Any statement in this press release that is not a statement of historical fact is a forward-looking statement that is subject to risks and uncertainties, including the Company’s intent to repurchase shares of it’s common stock and the timing of any such purchases, and those other factors contained in the Company’s most recent Annual Report on Form 10K for the period ending September 30, 2008, and Form 10-Q for the period ending December 31, 2008 under the section “Risk Factors” as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission.

Investor contact:

Peter Seltzberg

Vice President, Hayden IR

212-946-2849

peter@haydenir.com

SOLUTION DESIGN INTEGRATION CONTROL GLOBAL LOGISTICS SMART SERVICES SUPPORT & MAINTENANCE

###