WEDC White Electronic Designs Corp. (MM)

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Explanatory Note: This amendment hereby amends the Current Report on Form 8-K filed on December 30, 2009 (the “Initial Form 8-K”) by White Electronic Designs Corporation (the “Company”) (i) by providing information not available at the time of filing of the Initial Form 8-K and (ii) by including additional information as a result of a comment letter dated December 31, 2009 from the Securities and Exchange Commission.

Item 4.01 Changes In Registrant’s Certifying Accountant.

Previous Independent Registered Public Accounting Firm

On December 23, 2009, the Audit Committee (the “Audit Committee”) of the Board of Directors of White Electronic Designs Corporation (the “Company”) approved a decision that the Company would not be renewing its engagement of Grant Thornton LLP (“Grant Thornton”) for the audit of the Company’s consolidated financial statements for the fiscal year ending September 30, 2010 and the Company officially notified Grant Thornton of their dismissal on December 29, 2009.

Grant Thornton audited the Company’s consolidated financial statements for the two most recent fiscal years ended September 30, 2009 and September 27, 2008. During Grant Thornton’s engagement by the Company for the Company’s two most recent fiscal years and the subsequent interim period through December 29, 2009:

The Company provided Grant Thornton with a copy of the disclosure contained in this Current Report on Form 8-K/A prior to the date of filing and requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements by the Company herein and, if not, stating the respects in which it does not agree. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K/A.

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New Independent Registered Public Accounting Firm

KPMG LLP (“KPMG”) has been selected and appointed by the Audit Committee to replace Grant Thornton as the new independent registered public accounting firm for the Company. The appointment of KPMG was effective as of December 29, 2009. This appointment was subject to KPMG successfully completing its client acceptance procedures. On January 6, 2010, the Company was notified by KPMG that its client acceptance procedures had been successfully completed.

In deciding to select KPMG, the Audit Committee reviewed auditor independence issues and existing commercial relationships with KPMG and concluded that KPMG has no commercial relationship with the Company that would impair its independence. The Company did not engage KPMG in any prior consultations during the Company’s fiscal years ended September 30, 2009 and September 27, 2008 or the subsequent period through the date of the filing of this current report on Form 8-K/A regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement (as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304 (a)(1)(v) of Regulation S-K).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

16.1 Letter from Grant Thornton LLP dated January 5, 2010

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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.

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EXHIBIT INDEX

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