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Washington, D.C. 20549

L-1 Identity Solutions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50212A 10 6

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		50212A 10 6	13G			Page 2 of 14 Pages

CUSIP No.		50212A 10 6	13G			Page 3 of 14 Pages

CUSIP No.		50212A 10 6	13G			Page 4 of 14 Pages

CUSIP No.		50212A 10 6	13G			Page 5 of 14 Pages

						Page 7 of 14 Pages

          This statement on Schedule 13G (this “Statement”) amends and supplements, as Amendment No. 1, the statement on Schedule 13G filed August 15, 2008 (the “Initial 13G”) and relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of L-1 Identity Solutions, Inc. (the “Issuer”). This Statement is being filed by the Reporting Persons (as defined below) to report a decrease in the number of shares of Common Stock which the Reporting Persons may be deemed to beneficially own as of December 31, 2008.

Item 1(a). Name of Issuer:

L-1 Identity Solutions, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

177 Broad Street, F1. 12
Stamford, CT 06901-5002

Item 2(a). Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. MHR Institutional Partners III LP (“Institutional Partners III”);

2. MHR Institutional Advisors III LLC (“Institutional Advisors III”);

3. MHR Fund Management LLC (“Fund Management”); and

4. Mark H. Rachesky, MD (“Dr. Rachesky”).

          This Statement relates to securities held for the account of Institutional Partners III, a Delaware limited partnership. Institutional Advisors III is the general partner of Institutional Partners III and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Institutional Partners III and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III and Fund Management and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the account of Institutional Partners III.

Item 2(b). Address of Principal Business Office or, if none, Residence:

						Page 8 of 14 Pages

     The address of the principal business office of each of the Reporting Persons is 40 West 57^th Street, 24^th Floor, New York, NY 10019.

Item 2(c). Citizenship:

     1. Institutional Partners III is a Delaware limited partnership.

     2. Institutional Advisors III is a Delaware limited liability company.

     3. Fund Management is a Delaware limited liability company.

     4. Dr. Rachesky is a United States citizen.

Item 2(d). Title of Class of Securities:

     Common Stock

Item 2(e). CUSIP Number:

     50212A 10 6

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		(a)		o		Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
		(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)		o		An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
		(f)		o		An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
		(g)		o		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
		(h)		o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
		(j)		o		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
		(k)		o		Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
		If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

     (a) Amount beneficially owned:

     As of the date hereof:

						Page 9 of 14 Pages

	1.		Institutional Partners III may be deemed to be the beneficial owner of 4,859,112 shares of Common Stock held for its own account.
	2.		Institutional Advisors III may be deemed to be the beneficial owner of 4,859,112 shares of Common Stock. This number consists of 4,859,112 shares of Common Stock held for the account of Institutional Partners III.
	3.		Fund Management may be deemed to be the beneficial owner of 4,859,112 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Fund Management’s investment management agreement with Institutional Partners III.
	4.		Dr. Rachesky may be deemed to be the beneficial owner of 4,859,112 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Dr. Rachesky’s position as the managing member of each of Fund Management and Institutional Advisors III.

     (b) Percent of class:

The percentages set forth below are calculated based on information contained in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2008, which disclosed that there were 86,166,370 shares of Common Stock outstanding as of October 31, 2008.

						Page 10 of 14 Pages

	1.		Institutional Partners III may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.
	2.		Institutional Advisors III may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.
	3.		Fund Management may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.
	4.		Dr. Rachesky may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act.

     (c) Number of shares as to which such person has:

1.

Institutional Partners III

	(i)		Sole power to vote or to direct the vote: 4,859,112
	(ii)		Shared power to vote or to direct the vote: 0
	(iii)		Sole power to dispose or to direct the disposition of: 4,859,112
	(iv)		Shared power to dispose or to direct the disposition of: 0

2.

Institutional Advisors III

						Page 12 of 14 Pages

	(i)		Sole power to vote or to direct the vote: 4,859,112
	(ii)		Shared power to vote or to direct the vote: 0
	(iii)		Sole power to dispose or to direct the disposition of: 4,859,112
	(iv)		Shared power to dispose or to direct the disposition of: 0

3.

Fund Management

	(i)		Sole power to vote or to direct the vote: 4,859,112
	(ii)		Shared power to vote or to direct the vote: 0
	(iii)		Sole power to dispose or to direct the disposition of: 4,859,112
	(iv)		Shared power to dispose or to direct the disposition of: 0

4.

Dr. Rachesky

	(i)		Sole power to vote or to direct the vote: 4,859,112
	(ii)		Shared power to vote or to direct the vote: 0
	(iii)		Sole power to dispose or to direct the disposition of: 4,859,112
	(iv)		Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

     This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of Institutional Partners III in accordance with their respective ownership interests in Institutional Partners III.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

     This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group.

     This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group.

						Page 13 of 14 Pages

          This Item 9 is not applicable.

Item 10. Certification.

     By signing below each signatory certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

						Page 14 of 14 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

February 13, 2009.