8-K

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

RAE Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-31783
(Commission File No.) 77-0280662
(I.R.S. Employer
Identification No.)

3775 North First Street
San Jose, California 95134
408-952-8200

(Address and telephone number of registrant’s principal executive offices)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On March 20, 2009, RAE Systems Inc. (the “Company”) issued a press release announcing that A. Marvin Strait had resigned from the Board of Directors, effective March 16, 2009, and that Susan Wang was appointed by the Board of Directors to replace him. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit No.	Description
99.1	Press release issued on March 20, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 20, 2009

RAE SYSTEMS INC.
By:	/s/ Randall Gausman
	Name:	Randall Gausman
	Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued on March 20, 2009.

EX-99.1

Exhibit 99.1

Company Contacts:
Bob Durstenfeld
408-952-8402
bdurstenfeld@raesystems.com

RAE Systems Appoints a Former Technology
Financial Executive to Its Board of Directors

SAN JOSE, Calif. — March 20, 2009 — RAE Systems Inc. (NYSE Amex: RAE), a leading global developer and manufacturer of rapidly deployable, multi-sensor chemical and radiation detection monitors and networks for industrial applications and homeland security, has appointed Susan Wang to the RAE Systems Board of Directors. She replaces A. Marvin Strait, who resigned from the Board effective March 16, 2009, as Chairperson of the Audit Committee. She will stand for election at the 2009 annual meeting.

“Susan’s technology and international finance experience will add an important perspective to the company and our board of directors as we continue to expand our global business focus,” said Robert Chen, president and CEO of RAE Systems. “I also want to extend my appreciation and thanks to Marv for serving on our Board of Directors for the last three years. His leadership and commitment to several key initiatives helped move the company forward to be a strong and viable competitor in our industry.”

Susan Wang, 58, currently serves on the board of directors of Avanex Corporation, Altera Corporation, and Nektar Therapeutics. She also served on the board of directors of Calpine Corporation from 2003 to 2008. Following an 18-year career at Solectron Corporation, Wang retired in 2002 from her position as executive vice president, corporate development and chief financial officer. Wang is a CPA and holds a Bachelor of Arts degree in Accounting from the University of Texas and an MBA in Finance from the University of Connecticut.

About RAE Systems

RAE Systems is a leading global provider of rapidly deployable sensor networks that enable customers to identify safety and security threats in real time. Products include disposable gas

detection tubes, single gas personal monitors, multi-sensor chemical detection monitors, photoionization (PID) monitors for volatile organic compounds (VOCs), wireless gas detection systems, and radiation monitoring networks for energy production and refining, industrial and environmental safety, and public and government first responder security sectors. RAE Systems’ products are used in over 95 countries by many of the world’s leading corporations and by many U.S. government agencies. For more information about RAE Systems, please visit www.RAESystems.com.