Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 14, 2008, the Company received a Nasdaq Staff Determination letter indicating that the Company's common stock is subject to potential delisting from The Nasdaq Global Market as of August 25, 2008 due to the Company's failure to file its quarterly report on Form 10-Q for the quarter ended June 30, 2008 on a timely basis.

On August 11, 2008, the Company announced a delay in the filing of its Form 10-Q for the quarter ended June 30, 2008 pending the completion of its Audit Committee's review of the Company's accounting for certain specific transactions. Because of this delay, the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14), which requires the timely filing of all reports and other documents filed or required to be filed with the SEC.

The Company intends to request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff determination and request continued listing on The Nasdaq Global Market until the Company files its Form 10-Q for the quarter ended June 30, 2008. In its determination letter, the Nasdaq Staff informed the Company that this hearing request will stay the delisting of the Company's common stock, and shares of the Company's common stock will continue trading on The Nasdaq Global Market, pending the Panel's decision. However, there can be no assurance the Panel will grant the Company's request for continued listing.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

Exhibit No. Document

99.1 Press release issued by Basin Water, Inc. on August 20, 2008.

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