UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) January 20, 2009

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)


DELAWARE
0-24752
13-3477246
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


480 Pleasant Street, Lee, Massachusetts 01238
(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code (413) 243-1600

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))



Item 8.01. Other Events.

Wave Systems Corp. has been awarded a $748,640 contract by a United States Department of Defense agency.  Under the contract, Wave will provide consulting services in connection with a study to evaluate the implementation of trusted computing solutions for the government.  The term of the project is expected to be six months.          

SIGNATURES

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.

WAVE SYSTEMS CORP.

By: /s/ Gerard T. Feeney                       Gerard T. Feeney
           Chief Financial Officer

Dated:  January 22, 2009