On November 19, 2008, EMRISE Corporation (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware effectuating a 1-for-3.75 reverse split (the "Reverse Split") of the Company's outstanding common stock effective as of November 19, 2008. The number of authorized shares of common stock and their par value, and the other terms of the Company's common stock, were not affected by the Reverse Split. A copy of the Certificate of Amendment is attached to this as Exhibit 3.1 to this report.

On November 20, 2008, the Company issued a press release regarding the Reverse Split. A copy of the press release is attached as Exhibit 99 to this report and incorporated herein by reference.

(d) Exhibits:

Exhibit No.                                 Description

    3.1        Certificate of Amendment to Certificate of Incorporation of EMRISE
               Corporation, filed on November 19, 2008.

    99         Press Release