SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to ss.240.13d-1(b),
(c) and (d) and Amendments Thereto Filed Pursuant to ss.240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ocean Power Technologies
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
674870308
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
1. NAME OF REPORTING PERSONS
TIAA-CREF Investment Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 453,586
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 453,586
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,586
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.44%
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS
Teachers Advisors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 80,000
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 80,000
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.78%
12. TYPE OF REPORTING PERSON
IA
ITEM 1(a). NAME OF ISSUER:
Ocean Power Technologies
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1590 Reed Road
Pennington, NJ 08534
ITEMS 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP
OF PERSONS FILING:
Teachers Advisors, Inc. ("Advisors")
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
TIAA-CREF Investment Management, LLC ("Investment
Management")
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
674870308
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b), OR
SS.240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
ADVISORS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
INVESTMENT MANAGEMENT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
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) Aggregate amount beneficially owned: 533,586 (See Exhibit A)
(b) Percent of class: 5.22%
(c) Number of shares as to which the person has:
INVESTMENT MANAGEMENT ADVISORS
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Sole Voting Power: 453,586 80,000
Shared Voting Power: 0 0
Sole Dispositive Power: 453,586 80,000
Shared Dispositive Power: 0 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following ( ).
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Exhibit A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 13, 2009
TIAA-CREF INVESTMENT
MANAGEMENT, LLC
By: /s/ Michael Albert
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Michael Albert, Control Services
Managing Director
TEACHERS ADVISORS, INC.
By: /s/ Michael Albert
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Michael Albert, Control Services
Managing Director
EXHIBIT A
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ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC ("Investment Management") acts as the
investment adviser to the College Retirement Equities Fund ("CREF"), a
registered investment company, and may be deemed to be a beneficial owner of
453,586 shares of Issuer's common stock owned by CREF. Teachers Advisors, Inc.
("Advisors") is the investment adviser to three registered investment companies,
TIAA-CREF Funds ("Mutual Funds"), TIAA-CREF Life Funds ("Life Funds"), and TIAA
Separate Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management
Commingled Funds Trust I ("TCAM Funds"), and may be deemed to be a beneficial
owner of 80,000 shares of Issuer's common stock owned by the Mutual Funds, Life
Funds and VA-1. Investment Management and Advisors are reporting their combined
holdings for the purpose of administrative convenience. These shares were
acquired in the ordinary course of business, and not with the purpose or effect
of changing or influencing control of the Issuer. Each of Investment Management
and Advisors expressly disclaims beneficial ownership of the other's securities
holdings and each disclaims that it is a member of a "group" with the other.