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 *

Quercus Trust

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/28/2009 

3. Issuer Name and Ticker or Trading Symbol

THERMOENERGY CORP [TMEN]

(Last)        (First)        (Middle)

1835 NEWPORT BLVD., A109-PMB 467

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

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

(Street)

COSTA MESA,, CA 92627       

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

12/31/2007 

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

___ Form filed by One Reporting Person
_ X _ 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)

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
Warrant   (1) 12/18/2007   12/31/2012   Common Stock   10000000   $.36   (1) (2) (3) D  
 

Explanation of Responses:
( 1)  Pursuant to that certain Securities Purchase Agreement dated as of December 18, 2007 (the "2007 SPA"), the Reporting Persons purchased from the Issuer a Warrant to purchase up to 10,000,000 shares of common stock of the Issuer (the "2007 Warrant"). The original exercise price for the 2007 Warrant was $1.50 per share.
( 2)  On September 15, 2008, the Reporting Persons and Issuer entered into that certain Securities Purchase Agreement, pursuant to which the Reporting Persons acquired additional securities of the Issuer (the "2008 SPA"). The 2008 SPA triggered the anti-dilution protection set forth in the 2007 SPA and as a result thereof the exercise price for the 2007 Warrant was reduced to $1.25 per share.
( 3)  On September 28, 2009, the Issuer issued to a group of investors, including, without limitation, the Reporting Persons, those certain 8% Secured Convertible Promissory Notes in the aggregate principal amount of $1,680,000 (the "2009 Notes") and as a result of the 2009 Notes the exercise price for the 2007 Warrant was further reduced to $0.36 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Quercus Trust
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA,, CA 92627
X

Gelbaum David
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA,, CA 92627
X
Co-Trustee
Gelbaum Monica Chavez
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA,, CA 92627
X
Co-Trustee

Signatures
/s/ David Gelbaum, Co-Trustee, The Quercus Trust 10/9/2009
** Signature of Reporting Person Date

/s/ David Gelbaum, as attorney-in-fact for Monica Chavez Gelbaum, Co-Trustee, The Quercus Trust 10/9/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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