SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)1

EMS Technologies, Inc.

(Name of Issuer)

Common Stock, $.10 par value

(Title of Class of Securities)

26873N108

(CUSIP Number)

Jerome J. Lande

MMI Investments, L.P.

1370 Avenue of the Americas

New York, New York 10019

(212) 586-4333

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 27, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1           The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS......MMI Investments, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	1,084,400
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	1,084,400
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,084,400
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	7.1%
14.	TYPE OF REPORTING PERSON	PN

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS....MCM Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	Delaware
NUMBER OF SHARES	7. SOLE VOTING POWER	1,084,400
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	1,084,400
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,084,400
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	7.1%
14.	TYPE OF REPORTING PERSON	OO

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CUSIP No. 26873N108

1.	NAMES OF REPORTING PERSONS......Clay B. Lifflander
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION	USA
NUMBER OF SHARES	7. SOLE VOTING POWER	- 0 -*
BENEFICIALLY OWNED BY	8. SHARED VOTING POWER	- 0 -
EACH REPORTING	9. SOLE DISPOSITIVE POWER	- 0 -*
PERSON WITH	10. SHARED DISPOSITIVE POWER	- 0 -
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	- 0 -*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	0%*
14.	TYPE OF REPORTING PERSON	IN
	* See Item 5.

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CUSIP No. 26873N108

The following constitutes Amendment No. 1 to the Schedule 13D filed the undersigned ("Amendment No.1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,084,400 Shares owned by MMI Investments is $17,822,644; the source of funds is MMI Investments' working capital.

MMI Investments effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction

Item 4 is hereby amended and restated to add the following:

On September 27, 2010, MMI Investments delivered a letter to the Issuer stating its belief that the Issuer’s corporate strategy and structure is overly-complex and disjointed and expressing its frustration with the Issuer’s valuation multiple, which underperforms its peers, and its stock price, which is virtually unchanged in 10 years.  MMI Investments states that it has extensively analyzed the Issuer’s operations, performance, corporate structure and valuation, both individually and relative to its peers, and has concluded that for the Issuer’s fair value to be realized it will require more than a successful operational streamlining.  MMI Investments strongly urges the Issuer to form a special committee of in dependent directors to pursue all strategic alternatives, including the potential sale of the Issuer in whole or parts, to maximize value for stockholders of the Issuer.  A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference. 

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CUSIP No. 26873N108

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read as follows:

(a)-(b)              The aggregate percentage of Shares reported owned by each Reporting Person is based upon 15,299,423 Shares outstanding as of August 9, 2010, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2010. 

As of the close of business on September 27, 2010, MMI Investments directly owned 1,084,400 Shares, constituting approximately 7.1% of the Shares outstanding.  MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement.  MCM does not directly own any Shares.  However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares.  MCM disclaims beneficial ow nership of such Shares, except to the extent of its pecuniary interest therein. Mr. Lifflander does not directly own any Shares.  However, as a member of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments.  Mr. Lifflander disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.

 Except as described above, as of the date hereof, to each Reporting Person's knowledge, none of the persons listed on Schedule I owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.

(c)                      Except for the open market purchases of Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares during the past 60 days by MMI Investments, MCM or Mr. Lifflander, or, to each Reporting Person's knowledge, any of the persons listed on Schedule I.

(d)                      No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e)                      Not applicable.

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CUSIP No. 26873N108

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:

99.1 Letter from MMI Investments, L.P. to EMS Technologies, Inc. dated September 27, 2010.

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CUSIP No. 26873N108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 28, 2010

MMI INVESTMENTS, L.P.
By:	MCM Capital Management, LLC General Partner
By:	/s/ JEROME J. LANDE
	Jerome J. Lande
	Executive Vice President

MCM CAPITAL MANAGEMENT, LLC
By:	/s/ JEROME J. LANDE
	Jerome J. Lande
	Executive Vice President

 /s/ CLAY B. LIFFLANDER 

Clay B. Lifflander

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CUSIP No. 26873N108

SCHEDULE II

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Purchased / (Sold)	Price Per Share($)	Date of Purchase / Sale
MMI Investments, L.P.
17,100	16.51	8/5/2010
37,700	16.62	8/6/2010
29,600	17.04	8/9/2010
20,000	16.85	8/10/2010
30,000	15.67	8/11/2010

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EX-99.1

Exhibit 99.1

[MMI Investments, L.P. Letterhead]

September 27, 2010

John B. Mowell

Chairman & Executive Director

EMS Technologies, Inc.

c/o Mowell Financial Group, Inc.

407 East 6th Avenue

Tallahassee, Florida  32303

Dear Chairman Mowell,

MMI Investments, L.P. (“MMI”) is the owner of 1,084,000 shares of EMS Technologies, Inc. (“EMS”), or 7.1% of the outstanding common stock.  As long term value investors we admire the strength and market positioning of EMS’ businesses and support the operational improvement efforts currently underway.  However we find EMS’ corporate strategy and structure overly-complex and disjointed.  Furthermore we are frustrated by EMS’ valuation multiple, which underperforms its peers, and its stock price, which is virtually unchanged in ten years.  We have extensively analyzed EMS’ operations, performance, corporate structure and valuation, both individually and relative to its peers, and concluded that for EMS’ fair value to be realized it will require more than a successful operational streamlining. In our view it will take a strategic streamlining as well.  Therefore we strongly urge the formation of a special committee of independent directors to pursue all strategic alternatives, including the potential sale of the company in whole or parts, to maximize value for EMS stockholders (please see the attached analysis).

An obvious and essential first step is the sale of LXE.  EMS has several attractive mobile connectivity and tracking core operations which are well positioned to benefit from the dramatic future growth in wireless connectivity in commercial aviation voice and data demand – the last frontier for wireless penetration, next generation military communications and mobile asset tracking.  LXE, while an attractive business in its own right with leading market share in its industry niche and a strong operational recovery underway, has no logical connection or potential synergy with its sister companies, whether in manufacturing, sales, technology, strategy, etc.  This lack of coherency cheats both sides of the company from achieving fair value in our view.  Simply put, investors interested in wire less connectivity or logistics technology have several obvious investment options without the added risk of businesses in which they are uninterested.

However, EMS’ core wireless operations are themselves also convoluted, with Defense & Space selling commercial aviation products and both the Aviation and Global Tracking segments selling into defense.  We believe the level of complexity in operations has in the past contributed to poor operational results, and therefore support management’s recent streamlining efforts.  Unfortunately, no amount of restructuring will address EMS’s small size and lack of scale which we strongly believe are also key contributors to EMS’ margin underperformance relative to aerospace & defense industry peers.  While under other circumstances one might seek acquisitions as a remedy, we note that this has been EMS’ stated strategy for many years with virtually no impact on operating income or stock price – both of which are roughly the same as they were ten years ago despite well over $140 million in acquisitions over that time.  Moreover we fear that such efforts are more than highly risky, they may be futile given the size of EMS’ end-markets which are in our view not large enough to support an independent public company like EMS.  It is clear to us that EMS is highly unlikely to ever achieve sufficient scale to justify its existence as an independent operation, let alone generate greater profitability and value creation than as operations within a much larger aerospace and defense conglomerate.

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We appreciate that the Board may have considered strategic alternatives from time to time.  However, we don’t know whether the board recognizes the attractiveness of the current transactional environment.  The M&A market window is not always open, let alone this robust.  The credit crisis provided a glaring object lesson, with dealflow at a virtual standstill from late 2007 through 2009.  2010’s robust M&A recovery, the aggressive return of private equity financing and the financial wherewithal of EMS’ likely strategic acquirers all augur for a highly successful value maximization process at this time.  Our attached analysis presents two scenarios: 1) a sale of the whole company in two transactions for multiples in-line with historical precedents, and 2) a sal e of LXE with the remaining core businesses continuing to trade as a public company.  We believe the projected range of stock price improvement for these strategies is potentially from over 20% to over 60%.

In short, we believe EMS has strong businesses within an inefficient public company structure, and that this is the reason it has been such a poor investment for so long.  If there were nothing the board could do about it, the status quo would be acceptable.  However, with the robust M&A environment and EMS’ attractive assets, we believe a resolution is highly achievable and timely, and believe the board should act swiftly to unlock greater stockholder value.  We would appreciate the opportunity to discuss this further and can be reached at (212) 586-4333.

 Sincerely,

  /s/ CLAY B. LIFFLANDER

 Clay B. Lifflander

Attachment

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MMI Investments, L.P. Analysis of EMS Technologies, Inc.
($ in millions except per share amounts)
Scenario 1: EMS Potential Sale Value
LXE 2010E Revenue (1)	$134.7	$134.7	$134.7
LXE Revenue Multiple	0.80x	0.90x	1.00x
LXE Sale Value	107.8	121.2	134.7
Taxes (2)	(16.7)	(21.4)	(26.1)
LXE After-Tax Proceeds	$91.0	$99.8	$108.6
2011E EBITDA ex LXE (3)	$32.4	$32.4	$32.4
Forward Multiple	8.5x	9.0x	9.5x
Enterprise Value	275.4	291.6	307.8
6/30/10 Net Debt / (Cash)	(5.7)	(5.7)	(5.7)
Equity Value ex LXE	281.2	297.4	313.6
Combined Value	372.2	397.1	422.1
Shares	15.2	15.2	15.2
Implied Price per Share	$24.49	$26.13	$27.77
Increase over Current Price (4)	43.3%	52.9%	62.5%
Scenario 2: EMS Potential Trading Value after LXE Sale
LXE 2010E Revenue (1)	$134.7	$134.7	$134.7
LXE Revenue Multiple	0.80x	0.90x	1.00x
LXE Sale Value	107.8	121.2	134.7
Taxes (2)	(16.7)	(21.4)	(26.1)
LXE After-Tax Proceeds	$91.0	$99.8	$108.6
2011E EBITDA ex LXE (3)	$32.4	$32.4	$32.4
Forward Multiple	7.0x	7.5x	8.0x
Enterprise Value	226.8	243.0	259.2
6/30/10 Net Debt / (Cash)	(5.7)	(5.7)	(5.7)
Equity Value ex LXE	232.6	248.8	265.0
Combined Value	323.6	348.5	373.5
Shares	15.2	15.2	15.2
Implied Price per Share	$21.29	$22.93	$24.57
Increase over Current Price (4)	24.6%	34.2%	43.8%
(1) Average of Raymond James, Boenning & Scattergood and Noble Security estimates.
(2) MMI estimate based on an assumed tax basis of $60.0mm.
(3) Average of Needham, Raymond James, Boenning & Scattergood and Noble Security
estimates for total company less average of Raymond James and Boenning & Scattergood
estimates for LXE. Does not add-back stock compensation expense.
(4) Based on 09/27/10 closing price of $17.09.
See Disclaimer on the Next Page

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Disclaimer

The analyses appearing on the prior page was prepared by MMI solely for purposes of illustrating MMI’s position with respect to the possible sale of the Company in whole or parts and it may not be relied on by any other person or used for any other purpose.  While MMI believes that the LXE segment and whole-company estimates of third party firms referenced in these analyses reflect those firms’ best judgments on the dates those estimates were reported, MMI has not independently reviewed the assumptions underlying those estimates or the risks and uncertainties to which those estimates are subject.  In these analyses, MMI has relied upon and assumed, without independent verification, the accuracy and completeness of all the financial and other information obtained by MMI from publicly available sources.
60; Any estimates or projections for LXE and the whole-company contained in these analyses involve numerous and significant subjective determinations, which may or may not prove to be correct.  No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information.  The assumptions made in connection with these analyses are necessarily based on economic, market, financial and other conditions as they existed, and on the information publicly available to MMI, as MMI prepared these analyses and MMI undertakes no obligation to update or otherwise revise these analyses.

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