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

~~THE SECURITIES~~ EXCHANGE ACT OF 1934

~~July~~August 1628, 2009

Date of Report (Date of earliest event reported)

BASIN WATER, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-51991

20-4736881

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

9302 Pittsburgh Avenue, Suite 210

Rancho Cucamonga, CA

91730

(Address of principal executive offices)

(Zip Code)

~~877~~(909) 481-~~312-8950~~6800

Registrant’s telephone number, including area code

N/A

(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):

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

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

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

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

Item 3 1.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs previously disclosed, on July 1615, 2009, Basin Water, Inc. (the “Company”) ~~received~~and ~~notice~~Basin ~~from~~Water-MPT, ~~The~~Inc., ~~Nasdaq Stock Market (“Nasdaq”) that it has determined that the Company’s common stock will be delisted from Nasdaq following the Company’s filing of~~ a ~~voluntary~~wholly ~~petition~~owned ~~for~~subsidiary ~~relief under chapter 11~~ of the ~~United States Bankruptcy Code~~ Company (~~the~~ “~~Bankruptcy~~Basin ~~Case~~MPT”), inentered ~~the~~into ~~United~~an ~~States~~Asset ~~Bankruptcy Court~~Purchase ~~for~~Agreement (the ~~District~~“Asset ofPurchase ~~Delaware.~~Agreement”) ~~The~~with ~~notification~~Amplio ~~advises~~Filtration ~~the~~Holdings, ~~Company~~Inc. ~~that~~(“Amplio”), ~~unless it requests~~ an ~~appeal~~affiliate of the ~~delisting~~Amplio ~~determination~~Group, ~~trading~~pursuant ofto ~~the~~which ~~Company’s~~Amplio ~~common stock~~ will bepurchase substantially ~~suspended~~all atof the ~~opening~~Company’s ofassets ~~business on July 27, 2009,~~ and ~~that~~assume ~~Nasdaq~~certain ~~will~~of ~~file a Form 25-NSE with~~ the ~~Securities and Exchange Commission, which will remove the~~ Company’s ~~securities~~obligations ~~from~~associated ~~listing~~with ~~and~~the ~~registration~~purchased ~~on Nasdaq~~assets. In ~~support~~connection ofwith the ~~delisting~~entry ~~determination,~~into ~~Nasdaq identified~~ the ~~filing~~Asset ~~of the~~Purchase ~~Bankruptcy Case~~Agreement, ~~and~~on ~~concerns~~July 16, ~~regarding~~2009, the ~~residual~~Company ~~equity interest of the existing listed securities holders~~ and ~~the~~Basin MPT ~~Company’s~~filed ~~ability~~a tovoluntary ~~sustain~~petition ~~compliance with all requirements~~ for ~~continued~~relief ~~listing~~under onChapter ~~Nasdaq.~~11 ~~The~~of ~~Company~~the ~~does~~United ~~not intend~~States toBankruptcy ~~request~~Code an(the ~~appeal~~“Bankruptcy ofCode”) ~~Nasdaq’s~~with ~~determination and therefore trading of~~ the ~~Company’s~~United ~~common~~States ~~stock~~Bankruptcy ~~will~~Court befor ~~suspended at~~ the ~~opening~~District of ~~business~~Delaware on(the ~~July 27,~~“Bankruptcy ~~2009~~Court”).

~~Item~~On 8August 25, 2009, the Company conducted an auction pursuant to the provisions of Section 363 of the Bankruptcy Code (the “Auction”) at which a revised proposal made by Amplio was determined to be the highest and best offer for the purchased assets.01 ~~Other~~On ~~Events~~August 28, 2009, the Company and Basin MPT entered into an Amendment No. 1 to Asset Purchase Agreement (the “APA Amendment”) with Amplio to reflect Amplio’s revised winning offer. Under the terms of the APA Amendment, among other things, (i) Envirogen Technologies, Inc. an affiliate of Amplio (the “Buyer”), was designated by Amplio as the purchaser of the assets under the Asset Purchase Agreement, (ii) the purchase price of the assets remained unchanged at Two Million Dollars ($2,000,000) (the “Purchase Price”), subject to certain adjustments, with One Hundred Seventy Five Thousand Dollars ($175,000) of such Purchase Price to be deposited by the Buyer with a third party escrow agent to be released to the Company or the Buyer, as applicable, upon the occurrence or non-occurrence of certain conditions, (iii) the potential break-up fee payable by the Company to Amplio was removed, and (iv) certain conditions to closing the asset purchase were modified and/or deleted. A sale hearing concerning the approval of the Auction results and the asset purchase was held before the Bankruptcy Court on August 28, 2009. At the hearing, the Bankruptcy Court approved the Auction results and the asset purchase by the Buyer.

OnThe ~~July 17,~~foregoing ~~2009,~~description of the ~~Company~~APA ~~issued~~Amendment adoes ~~press release~~not ~~announcing~~purport ~~the~~to ~~receipt~~be ofcomplete aand ~~notice~~is ~~from~~qualified ~~Nasdaq~~in ~~that~~its itentirety ~~has~~by ~~determined~~reference ~~that~~to the ~~Company’s~~APA ~~common~~Amendment, ~~stock~~which ~~will~~is beattached ~~delisted~~as ~~from~~Exhibit ~~Nasdaq~~2.1 ~~A copy of the press release is attached~~ to this Current Report on Form 8-K ~~as Exhibit 99.1~~ and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

Exhibit No.		Document
99.1		Press Release dated July 17, 2009.
2.1		Amendment No. 1 to Asset Purchase Agreement, dated August 28, 2009, by and among Basin Water, Inc., Basin Water-MPT, Inc. and Amplio Filtration Holdings, Inc.

SIGNATURES

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.

Date: July 17, 2009	BASIN WATER, INC. (Registrant)
	BASIN WATER, INC.
	BY:	/s/ W. Christopher Chisholm
	(Registrant)
		W. Christopher Chisholm Vice President and Chief Financial Officer
Date: September 3, 2009	BY:	/s/ W. Christopher Chisholm
		W. Christopher Chisholm
		Vice President and Chief Financial Officer

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