FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Wu Bernard J   2. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [FALC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) V.P. - Business Development (Last) (First) (Middle) C/O FALCONSTOR SOFTWARE, INC., 2 HUNTINGTON QUADRANGLE SUITE 2S01 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2009 (Street) MELVILLE, NY 11747 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/02/2009   D(1)   45,000 (1) D $ 0 172,020 D   Common Stock 03/09/2009   A   90,000 A $ 0 262,020 D (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 2.25

03/09/2009

A

160,000

(3)

03/09/2019

Common Stock

160,000

$ 0

160,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wu Bernard J C/O FALCONSTOR SOFTWARE, INC. 2 HUNTINGTON QUADRANGLE SUITE 2S01 MELVILLE, NY 11747			V.P. - Business Development

Signatures

By: /s/ Seth Horowitz - Attorney-in-fact		03/10/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Consists of shares of restricted stock granted under the Company's 2006 Incentive Stock Plan, as amended. The shares were forfeited pursuant to the terms of their grant upon the determination that the Company did not meet certain performance goals during fiscal 2008.
(2)	Consists of shares of restricted stock granted under the Company's 2006 Incentive Stock Plan, as amended. The restrictions will lapse as to 30,000 of the shares on March 9, 2010, an additional 30,000 of the shares on March 9, 2011, and the remaining 30,000 shares on March 9, 2012.
(3)	The options were granted under the Company's 2006 Incentive Stock Plan, as amended. 53,333 of the options will become exercisable on March 9, 2010, an additional 53,333 of the options will become exercisable on March 9, 2011, and the remaining 53,334 options will become exercisable on March 9, 2012.

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