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

On January 14, 2009, Irvine Sensors Corporation (the "Company") received written notification (the "Notice") from The Nasdaq Stock Market ("Nasdaq") that the Company fails to comply with the minimum stockholders' equity, market value and net income requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(3) (the "Rule") because the Company's stockholders' equity is below the Nasdaq minimum stockholders' equity listing requirement of $2,500,000, the market value of the Company's listed securities is below the Nasdaq minimum market value listing requirement of $35,000,000 and the Company's net income from continuing operations is below the Nasdaq minimum net income listing requirement of $500,000. The Notice states that the Company has until January 29, 2009 to provide Nasdaq with a specific plan to achieve and sustain compliance with the Nasdaq Capital Market listing requirements, including the time frame for completion of such plan. The Notice further states that if the Nasdaq staff (the "Staff") determines that the Company's plan does not adequately address the issues noted above, the Staff will provide written notice that the Company's securities will be delisted. At that time, the Company may appeal the Staff's determination to delist its securities to a Nasdaq Listing Qualifications Panel.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Press Release of Irvine Sensors Corporation, dated January 16, 2009