UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date of~~October ~~Report (Date of earliest event reported): July 27~~7, 2009

StockerYale, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)

000-27372

(Commission File No.)

04-2114473

(IRS Employer Identification No.)

32 Hampshire Road
Salem, New Hampshire		03079
(Address of principal executive offices)		(Zip Code)

(603) 893-8778

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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 2 1.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~July~~ 27October 7, 2009, StockerYale, Inc. (the “Company”) ~~issued~~and aStockerYale ~~press~~(UK) ~~release~~Limited, a ~~reporting~~wholly ~~its results~~owned subsidiary of ~~operations~~the ~~for~~Company ~~its~~(“SYUK”), ~~fiscal~~entered ~~second~~into ~~quarter~~a ~~ended~~Deed ~~June~~of Variation 30with Antony Brian Pope, ~~2009.~~Johanna APope ~~copy~~and Damon Cookman relating to the amendment of ~~the~~certain ~~press~~terms ~~release~~set ~~issued~~forth byin the ~~Company~~Stock ~~concerning~~Purchase Agreement dated October 31, 2006, pursuant to which the ~~foregoing~~Company ~~results~~and isSYUK acquired Photonic ~~furnished~~Products ~~herewith~~Limited as(“PPL”), ~~Exhibit~~and 99certain bonds issued in connection therewith.1 The ~~and~~Deed isof ~~incorporated~~Variation ~~herein~~amends the bonds issued by SYUK to ~~reference~~Antony Brian Pope, Johanna Pope and Damon Cookman as follows.

~~The~~Pursuant information set forth in this Item 2.02 and in Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to ~~such~~ ~~filing. The information set forth in this Item 2.02 and in Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of~~ the ~~Securities~~Deed ~~Exchange Act~~ of ~~1934~~Variation, ~~as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.~~

~~Item~~(a) The Company ~~9.01.~~and ~~Financial~~SYUK ~~Statements~~agreed ~~and~~to ~~Exhibits.~~make the following payments to Damon Cookman under the bond issued to him:

~~(d)~~· ~~The exhibit listed in~~ the ~~Exhibit~~sum ~~Index~~of ~~below~~US$120,000 ison ~~furnished~~October ~~with~~31, ~~this report.~~2009;

the sum of US$120,000 on January 8, 2010; and

simple interest accruing on the sum of US$120,000 at 7% per annum from November 1, 2009 until January 8, 2010 to be discharged by monthly payments in arrears on the last day of each month with the first payment to be made on November 30, 2009.

(b) The Company and SYUK agreed to make the following payments to Johanna Pope under the bond issued to her:

monthly payments of US$28,200 on the last day of each calendar month, the first such payment to be made on November 30, 2009 and to continue until and including October 31, 2010;

monthly payments of simple interest on the balance of the capital sum outstanding from time to time calculated at 7% per annum such payment to be made on the last day of each month with the first payment to be made on November 30, 2009 to continue until and including November 30, 2010; and

the sum of US$957,600 on November 30, 2010.

monthly payments of US$18,800 on the last day of each calendar month, the first such payment to be made on November 30, 2009 and to continue until and including October 31, 2010;

monthly payments of simple interest on the balance of the capital sum outstanding from time to time calculated at 7% per annum such payment to be made on the last day of each month with the first payment to be made on November 30, 2009 and to continue until and including November 30, 2010;

the sum of US$638,400 on November 30, 2010.

In the event that the Company, prior to November 30, 2010, completes an equity financing from investors who are not current or then current board members, officers, 5% stockholders or lenders of the Company or its subsidiaries, then 25% of the net proceeds received by the Company shall be used to prepay the outstanding balances under the three above described bonds, on a pro rata basis.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

A description of the Deed of Variation is contained in, or incorporated by reference from, Item 1.01 above, which is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the Deed of Variation filed as an exhibit hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The exhibit listed in the Exhibit Index below is filed with this report.

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.

	StockerYale, Inc.
Date: July 27, 2009
Date: October 8, 2009	By:	/s/ Timothy P. Losik
	By:	/s/ Timothy P. Losik
		Timothy P. Losik
		Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of StockerYale, Inc., dated July 27, 2009
10.1		Deed of Variation, dated as of October 7, 2009, by and among StockerYale, Inc., StockerYale (UK) Limited, Antony Brian Pope, Johanna Pope and Damon Cookman.

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