SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G/A

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

RASER TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

754055101

(CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

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.754055101     13G/A     Page        2        of        9       Pages  

1.	NAMES OF REPORTING PERSONS. Fletcher Asset Management, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)                o (b)               o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER	5,764,619
		6.	SHARED VOTING POWER	0
		7.	SOLE DISPOSITIVE POWER	5,764,619
		8.	SHARED DISPOSITIVE POWER	0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			5,764,619
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)			8.9%
12.	TYPE OF REPORTING PERSON*			IA

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  CUSIP No.754055101     13G/A     Page        3        of        9       Pages  

1.	NAMES OF REPORTING PERSONS.  Fletcher International, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	o
				(b)	o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION			Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER	0
		6.	SHARED VOTING POWER	0
		7.	SOLE DISPOSITIVE POWER	0
		8.	SHARED DISPOSITIVE POWER	0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			5,764,619
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)			8.9%
12.	TYPE OF REPORTING PERSON*			CO

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  CUSIP No.754055101     13G/A     Page        4        of        9       Pages  

1.	NAMES OF REPORTING PERSONS. Alphonse Fletcher, Jr.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	o
				(b)	o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER	0
		6.	SHARED VOTING POWER	0
		7.	SOLE DISPOSITIVE POWER	0
		8.	SHARED DISPOSITIVE POWER	0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			5,764,619
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)			8.9%
12.	TYPE OF REPORTING PERSON*			HC

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Item 1(a).	Name of Issuer:
	Raser Technologies, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	5152 North Edgewood Drive, Suite 375 Provo, Utah 84604
Item 2(a).	Names of Persons Filing:
	Fletcher Asset Management, Inc. (“FAM”), Fletcher International, Ltd. (“FIL”) and Alphonse Fletcher, Jr.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	c/o Fletcher Asset Management, Inc. 48 Wall Street 5th Floor New York, New York 10005
Item 2(c).	Citizenship:
	FAM is a corporation organized under the laws of the State of Delaware.  FIL is a company domiciled in Bermuda.  Alphonse Fletcher, Jr. is a citizen of the United States.
Item 2(d).	Title of Class of Securities:
	Common Stock, $0.01par value
Item 2(e).	CUSIP Number:
	754055101
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)	[  ]	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	[  ]	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	[  ]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	[  ]	Investment company registered under Section 8 of the Investment Company Act;
(e)	[X]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[  ]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	[X]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[  ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

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(i)	[  ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or
(j)	[  ]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [   ].

Item 4.		Ownership.
	(a)	Amount Beneficially Owned:
		5,764,619 shares
	(b)	Percent of Class:
		8.9% (based on 64,889,174 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Raser Technologies, Inc. (the “Company”) consisting of (i) 63,484,972 shares publicly reported by the Company to be outstanding as of December 12, 2008, which includes 2,000,000 shares issued to FIL on November 14, 2008 and 2,360,417 shares issued to FIL on December 12, 2008 and (ii) 1,404,202 shares of Common Stock underlying the Warrant (as defined below) beneficially owned by FAM and Mr. Fletcher issuable within 60 days of December 12, 2008).
	(c)	Number of shares as to which FAM has:
	(i)	Sole power to vote or to direct the vote:
		5,764,619 shares
	(ii)	Shared power to vote or to direct the vote:
		0 shares
	(iii)	Sole power to dispose or to direct the disposition of:
		5,764,619 shares
	(iv)	Shared power to dispose or to direct the disposition of:
		0 shares

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               The 5,764,619 shares of Common Stock reported to be beneficially owned consist of (i) 2,000,000 shares of Common Stock issued to FIL on November 14, 2008 pursuant to the Agreement dated November 13, 2008 (the “Agreement”), by and between the Company and FIL, (ii) 2,360,417 shares of Common Stock issued to FIL on December 12, 2008 pursuant to the Agreement and (iii) 1,404,202 shares of Common Stock issuable upon the exercise by FIL of a Warrant dated November 13, 2008 (the “Warrant”), granted by the Company to FIL.  The beneficial ownership reported reflect the shares of Common Stock issuable within 60 days as of December 12, 2008, subject to a contractual limitation on the number of shares that may be owned by FIL without the provision of certain notice as set forth in the Agreement, which limits FIL to holding no more than 5,764,619 of the aggregate number of shares of the outstanding Common Stock of the Company until 65 days following a notice from FIL to the Company increasing the number of shares issuable.  The holdings are calculated assuming an issuance of Common Stock issuable under the Warrant on December 12, 2008.

The shares of Common Stock of the Company reported to be beneficially owned consist of shares of Common Stock and Common Stock issuable under the Agreement and upon exercise of the Warrant held in one or more accounts managed by FAM (the “Accounts”), for FIL.  FAM has sole power to vote and sole power to dispose of all shares of Common Stock issuable under the Agreement and underlying the Warrant in the Accounts.  By virtue of Mr. Fletcher’s position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	This Schedule 13G/A is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock issued to FIL under the Agreement and assuming issuance of Common Stock issuable upon exercise of the Warrant to FIL held in the Accounts managed by FAM.  By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, FAM and Mr. Fletcher may each be deemed to beneficially own the shares of Common Stock issued to FIL and Common Stock underlying the Warrant held in the Accounts.  The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for its account.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	This Schedule 13G/A is filed by FAM, FIL and Mr. Fletcher.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable
Item 10.	Certifications.

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By signing below Fletcher Asset Management, Inc., Fletcher International, Ltd. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 

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SIGNATURE

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

Dated:    December 24, 2008

Fletcher Asset Management, Inc.
By:	/s/ Peter Zayfert
	Name:  Peter Zayfert
	Title:  Authorized Signatory
Fletcher International, Ltd. by its duly authorized investment advisor, Fletcher Asset Management, Inc.
By:	/s/ Peter Zayfert
	Name:  Peter Zayfert
	Title:  Authorized Signatory
Alphonse Fletcher, Jr., in his individual capacity
By:	/s/ Denis J. Kiely
	Name:  Denis J. Kiely for Alphonse Fletcher, Jr.
	*By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto.

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Exhibit A

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally as attorney-in-fact for the undersigned solely for the purpose of executing reports required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Signed: /s/ Alphonse Fletcher Jr.

Alphonse Fletcher Jr.

Dated:  February 14, 2001

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