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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MOORE JOHN A   2. Issuer Name and Ticker or Trading Symbol ACORN FACTOR, INC. [ACFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ACORN FACTOR, INC. 3. Date of Earliest Transaction (Month/Day/Year) 12/28/2006 (Street) MAHWAH, NJ 07430 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

$ 2

12/28/2006

D(1)

200,000

09/30/2006(4)

03/31/2011

Common Stock

200,000

(2)

0

D

Stock Option

$ 2.6

12/28/2006

A(1)

200,000

09/30/2006(4)

03/31/2011

Common Stock

200,000

(2)

200,000

D

Stock Option

$ 2.25

12/28/2006

D(1)

200,000

(3)

03/31/2011

Common Stock

200,000

(2)

0

D

Stock Option

$ 2.6

12/28/2006

A(1)

200,000

(3)

03/31/2011

Common Stock

200,000

(2)

200,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MOORE JOHN A C/O ACORN FACTOR, INC. MAHWAH, NJ 07430			Chief Executive Officer

Signatures

/s/ Sheldon Krause as Attorney-in-Fact		01/03/2007
**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)	These options, granted on March 27, 2006, were modified on December 28, 2006 to increase the exercise price to $2.60, the fair market value of the Issuer's Common Stock on the date of grant. The modification was made pursuant to transition relief under Internal Revenue Code Section 409A.
(2)	N/A.
(3)	Vested with respect to 100,000 and subject to accelerated vesting with respect to the remaining 100,000 upon the earlier of (a) the Issuer's Common Stock achieving a five-day average closing market price of $5.00 or greater per share, (b) the termination of Mr. Moore's employment by the Issuer without Cause, (c) termination by Mr. Moore of his employment with the Issuer for Good Reason (d) a Change of Control of the Issuer (each as defined in Mr. Moore's Option Agreement with the Issuer) or (e) March 30, 2009.
(4)	Subject to accelerated vesting upon (a) termination of Mr. Moore's employment without Cause, (b) termination by Mr. Moore of his employment with Issuer for Good Reason or (c) a Change of Control of the issuer (each as defined in Mr. Moore's Option Agreement with the Issuer).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.