As filed with the Securities and Exchange Commission on October 5, 2009

Registration No. 333-148528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Palm, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	94-3150688
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

950 W. Maude Avenue

Sunnyvale, California 94085

(Address, including zip code of Registrant’s principal executive offices)

Amended and Restated 1999 Stock Plan

Amended and Restated 1999 Employee Stock Purchase Plan

(Full title of the plan)

Mary E. Doyle, Esq.

Palm, Inc.

950 W. Maude Avenue

Sunnyvale, California 94085

(408) 617-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stephen W. Fackler, Esq.

Gibson, Dunn & Crutcher LLP

1881 Page Mill Road

Palo Alto, CA 94304

(650) 849-5300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    ¨	Accelerated filer    þ
Non-accelerated filer    ¨ (Do not check if a smaller reporting company)	Smaller reporting company    ¨

DEREGISTRATION OF SHARES

On September 30, 2009, the shareholders of the registrant approved the 2009 Stock Plan and the 2009 Employee Stock Purchase Plan (the “2009 ESPP”), which will replace the Amended and Restated 1999 Stock Plan (the “1999 Stock Plan”) and the Amended and Restated 1999 Employee Stock Purchase Plan (the “1999 ESPP”). This Post-Effective Amendment No. 1 to the registrant’s Registration Statement No. 333-148528 on Form S-8 filed on January 8, 2008 (the “Registration Statement”), is filed to deregister 1,479,582 shares previously registered that remain available for future grant under the 1999 ESPP (the “ESPP Shares”). The 1,479,582 ESPP Shares deregistered by this Post-Effective Amendment No. 1 will be registered by a subsequently filed registration statement on Form S-8 for the 2009 ESPP, and the associated registration fee paid by the registrant to register ESPP Shares issuable under the 1999 ESPP on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the registrant’s 2009 ESPP. Please note, however, that 5,189,808 shares remain subject to outstanding options previously granted under the 1999 Stock Plan that were also registered under the Registration Statement. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California on this 2nd day of October, 2009.

PALM, INC.
By:	/s/    JONATHAN J. RUBINSTEIN
	Jonathan J. Rubinstein Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date
/S/    JONATHAN J. RUBINSTEIN         Jonathan J. Rubinstein	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	October 1, 2009
/S/    DOUGLAS C. JEFFRIES         Douglas C. Jeffries	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 1, 2009
/S/    FRED D. ANDERSON         Fred D. Anderson	Director	October 1, 2009
/S/    GORDON A. CAMPBELL         Gordon A. Campbell	Director	October 1, 2009
/S/    RAJIV DUTTA         Rajiv Dutta	Director	October 1, 2009
/S/    ROBERT C. HAGERTY         Robert C. Hagerty	Director	October 1, 2009
/S/    ROGER B. MCNAMEE         Roger B. McNamee	Director	October 1, 2009
/S/    D. SCOTT MERCER         D. Scott Mercer	Director	October 1, 2009
/S/    PAUL S. MOUNTFORD         Paul S. Mountford	Director	October 1, 2009