FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Empire Capital Management, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/26/2009 

3. Issuer Name and Ticker or Trading Symbol

THERMOENERGY CORP [TMEN.PK]

(Last)        (First)        (Middle)

1 GORHAM ISLAND, SUITE 201

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

WESTPORT, CT 06880       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.001 par value   1575000   I   See FN   (1) (2) (3)
Common Stock, $0.001 par value   1428571   I   See FN   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant     (5) 3/5/2013   (5) Common Stock   721138   $0.525   I   See FN   (3) (6)
Convertible Promissory Note     (7) 10/31/2009   (7) Common Stock   750000   (8) $0.40   I   See FN   (3) (9)
Common Stock Purchase Warrant     (10) 4/30/2014   (10) Common Stock   1500000   $0.55   I   See FN   (3) (11)
Convertible Promissory Note     (7) 10/31/2009   (7) Common Stock   500000   (12) $0.40   I   See FN   (3) (13)
Common Stock Purchase Warrant     (10) 4/30/2014   (10) Common Stock   1000000   $0.55   I   See FN   (3) (14)

Explanation of Responses:
( 1)  The shares of Common Stock this note relates to are held directly by Empire Capital Partners, LP ("Empire Capital"), a Delaware limited partnership, with respect to 526,522 shares, Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 525,262 shares, Charter Oak Partners, LP a Delaware Limited Partnership ("Charter Oak") as to 98,123 shares, Charter Oak Partners II ("Charter Oak II") as to 9,135, Charter Oak Master Fund, LP ("Charter Oak Master") as to 5,040 and Empire Capital Partners Enhanced Master Fund, LTD ("Enhanced Master" and collectively with Empire Capital, Offshore, Charter Oak, Charter Oak II and Charter Oak Master, "the Empire Funds") as to 410,918 shares of Common Stock directly owned by it.
( 2)  Empire Capital Management, LLC (the "Investment Manager") serves as investment manager to, and has investment discretion over, the securities held by Empire Offshore, Enhanced Master and certain accounts owned by Charter Oak, Charter Oak II and Charter Oak Master. Empire GP, LLC (the "General Partner") serves as the general partner of, and has investment discretion over, the securities held by Empire Capital. Mr. Scott Fine and Mr. Peter Richards are the managing members of the Investment Manager and the General Partner.
( 3)  The Investment Manager, the General Partner, the Empire Funds, Mr. Fine (individually) and Mr. Richards (individually) disclaim beneficial ownership of any of the Issuer's securities to which this Form 3 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
( 4)  The shares of Common Stock this note relates to are held directly by Empire Capital with respect to 529,163 shares, Empire Offshore as to 551,557 shares and Enhanced Master as to 387,851 shares of restricted Common Stock directly owned by it pursuant to a Securities Purchase Agreement entered into on March 6, 2009.
( 5)  The Common Stock Purchase Warrants of the Company that this note relates to may be exercised at any time on or before March 5, 2013 for shares of the Company's common stock at an exercise price of $0.525 per share, subject to the Company's right to accelerate the expiration date if, at any time the market price for the Company's common stock equals or exceeds 300% of the exercise price for a period of thirty consecutive trading days.
( 6)  The Common Stock Purchase Warrants this note relates to are held directly by Empire Capital with respect to 264,581 shares, Empire Offshore as to 255,779 shares and Enhanced Master as to 193,926 shares of Common Stock directly owned by it pursuant to a Securities Purchase Agreement entered into on March 6, 2009.
( 7)  The Convertible Promissory Notes of the Company are due October 31, 2009. The outstanding principal and accrued interest on the Notes are convertible, at any time at the election of the holders, into shares of the Company's common stock at the rate of $0.40 per share.
( 8)  The Convertible Promissory Notes entered into between the Company and Empire Capital, Empire Offshore and Enhanced Master, in the aggregate principal amount of $300,000, are convertible at $0.40 into 750,000 shares of the Company's common stock.
( 9)  This note relates to the 100,000 Units as owned by each of Empire Capital, Empire Offshore and Enhanced Master, each consisting of (i) a Convertible Promissory Note in the original principal amount of $100,000 and (ii) a Warrant to purchase 500,000 shares of Common Stock pursuant to the Securities Purchase Agreement entered into in April 2009.
( 10)  The Common Stock Purchase Warrants of the Company may be exercised at any time on or before April 30, 2014 for shares of the Company's common stock at an exercise price of $0.55 per share, subject to the Company's right to accelerate the expiration date if, at any time the market price for the Company's common stock equals or exceeds 300% of the exercise price for a period of thirty consecutive trading days.
( 11)  The Common Stock Purchase Warrants this note relates to are held directly by Empire Capital with respect to 500,000 shares of Common Stock, the Empire Offshore with respect to 500,000 shares of Common Stock and Enhanced Master with respect 500,000 shares of Common Stock directly owned by it.
( 12)  The Convertible Promissory Notes entered into between the Company and Mr. Scott A. Fine and Mr. Peter J. Richards, in the aggregate principal amount of $200,000, are convertible at $0.40 into 500,000 shares of the Company's common stock.
( 13)  This note relates to the 100,000 Units as owned by each of Mr. Scott A. Fine and Mr. Peter J. Richards, each consisting of (i) a Convertible Promissory Note in the original principal amount of $100,000 and (ii) a Warrant to purchase 500,000 shares of Common Stock pursuant to the Securities Purchase Agreement entered into in April 2009.
( 14)  The Common Stock Purchase Warrants this note relates to are held directly by each of Mr. Scott A. Fine with respect to 500,000 shares of Common Stock and Mr. Peter J. Richards with respect 500,000 shares of Common Stock directly owned by it.

Remarks:
The Investment Manager, the General Partner, the Empire Funds, Mr. Fine (individually) and Mr. Richards (individually) disclaim beneficial ownership of any of the Issuer's securities to which this Form 3 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Empire Capital Management, L.L.C.
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT 06880
X


Signatures
/s/ Scott A. Fine, individually, and as Member of Empire GP, LLC and Empire Capital Management, LLC /s/ Peter J. Richards, individually, and as Member of Empire GP, LLC and Empire Capital Management, LLC 7/8/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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