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                                  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): November 18, 2008
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                                SPIRE CORPORATION
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               (Exact Name of Registrant as Specified in Charter)

        Massachusetts                 0-12742                 04-2457335
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(State or Other Jurisdiction        (Commission              (IRS Employer
      of Incorporation)             File Number)          Identification No.)

One Patriots Park, Bedford, Massachusetts                      01730-2396
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(Address of Principal Executive Offices)                       (Zip Code)

                                 (781) 275-6000
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              (Registrant's telephone number, including area code)


     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 (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

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ITEM 4.02  NON-RELIANCE ON PREVIOUSLY  ISSUED FINANCIAL  STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.

On November 18, 2008,  the Audit  Committee of the Company's  Board of Directors
(the "Audit Committee") concluded,  following a preliminary determination by the
Company's management,  that certain of the Company's previously issued financial
statements must be restated because they contain errors under generally accepted
accounting  principles ("GAAP") in the United States relating to the recognition
of revenue.  The Company has  determined  that a single  customer was provided a
concession,  which was previously undisclosed and undocumented,  with respect to
upgrade  rights  to a  specific  tool  sold in  conjunction  with a module  line
delivered  to this  customer.  As the fair  value of the  upgrade  cannot yet be
determined, the Company concluded that revenue for the entire contract should be
deferred  until the  upgrade is provided to the  customer.  The Audit  Committee
reached its  conclusion  after  discussions  with  management  and the Company's
independent  registered  public  accounting  firm,  who  agreed  with the  Audit
Committee's conclusion.

An internal review of other solar equipment contracts was conducted to determine
if other such concessions or side arrangements  were timely conveyed,  such that
revenue was appropriately  recognized.  The review revealed that, except for the
one  contract in question,  all  customer  concessions  and  modifications  were
conveyed on a timely basis and revenue was  appropriately  recorded in all other
cases during the period under review.  The Company has concluded  that only this
single  contract,  which  generated  revenue in the previously  reported  fourth
quarter  of 2007 and the  first  quarter  of 2008,  was  affected.  Revenues  of
approximately  $1.36  million  during  the fourth  quarter of 2007 and  $380,000
during  the first  quarter  of 2008 were  previously  recorded  related  to this
contract.  Gross margins on the contract were approximately $247,000 and $15,000
during the fourth quarter of 2007 and the first quarter of 2008.

The Audit  Committee has discussed  with the  Company's  independent  registered
public accounting firm the matters disclosed in this filing.

The previously issued audited financial statements of the Company for the fiscal
year ending  December 31, 2007 and the unaudited  financial  statements  for the
first and second quarters of 2008 should no longer be relied upon as a result of
the errors stated above.

The Company will file an amended Annual Report on Form 10-K/A for the year ended
December 31, 2007 and amended  Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 2008 and June 30, 2008 (including restated financial statements)
with the  Securities  and Exchange  Commission.  The Company has  concluded  its
review and will make no further  adjustments to its prior  financial  statements
regarding this matter.

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                                    SIGNATURE


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


                                       SPIRE CORPORATION



Date: November 24, 2008                By: /s/ Christian Dufresne
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                                           Christian Dufresne
                                           Chief Financial Officer and Treasurer
















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