- Post-Effective Amendment to an S-8 filing (S-8 POS)

As filed with the Securities and Exchange Commission on January 30, 2009

Registration Statement No.: 333-147972

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

Registration Statement
Under
The Securities Act of 1933

HARRIS INTERACTIVE INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

16-1538028
(I.R.S. Employer Identification No.)


60 Corporate Woods Rochester, New York (Address of Principal Executive Offices)		14623 (Zip Code)

Non-Qualified Stock Option Agreement with Bruce Alexander Anderson
(Full title of the plan)


Kimberly Till		with a copy to:
President and Chief Executive Officer Harris Interactive Inc. 60 Corporate Woods Rochester, New York 14623 (585) 272-8400		Beth Ela Wilkens, Esq. Harris Beach PLLC 99 Garnsey Road Pittsford, New York 14534 (585) 419-8800

(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-147972) (the “Registration Statement”) is being filed to deregister any of the 92,018 shares of the Common Stock, par value $.001 per share, of Harris Interactive Inc. that were registered for issuance pursuant to the Registration Statement and remain unsold thereunder.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on this 30th day of January, 2009.


	HARRIS INTERACTIVE INC.
	By:	/s/ Kimberly Till
		Kimberly Till,
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:


Signature		Title	Date

By:	/s/ Kimberly Till Kimberly Till	President and Chief Executive Officer (Principal Executive Officer) and Director	January 30, 2009

By:	/s/ Deborah Rieger-Paganis Deborah Rieger-Paganis	Interim Chief Financial Officer and Treasurer (Principal Financial Officer)	January 30, 2009

By:	/s/ Eric W. Narowski Eric W. Narowski	Senior Vice President and Global Controller (Principal Accounting Officer)	January 30, 2009

By:	/s/ George Bell	Director	January 30, 2009

	George Bell

By:	/s/ David Brodsky	Director	January 30, 2009

	David Brodsky

By:	/s/ Steven L. Fingerhood	Director	January 30, 2009

	Steven L. Fingerhood

By:	/s/ Stephen D. Harlan	Director	January 30, 2009

	Stephen D. Harlan

By:	/s/ James R. Riedman	Director	January 30, 2009

	James R. Riedman

By:	/s/ Howard L. Shecter	Director	January 30, 2009

	Howard L. Shecter