UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)
 (Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number:  001-15281

REPROS THERAPEUTICS INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
  
2408 Timberloch Place, Suite B-7
  
76-0233274
(State or other jurisdiction of
  
The Woodlands, Texas 77380
  
(IRS Employer
incorporation or organization)
  
(Address of principal executive offices
and zip code)
  
Identification No.)

(281) 719-3400
(Registrant's telephone number,
including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ¨    No  ¨

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

Large accelerated filer ¨  Accelerated filer x  Non-accelerated filer ¨   Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨  No   x

As of August 14, 2009, there were outstanding 15,177,404 shares of Common Stock, par value $.001 per share, of the Registrant.

 
 
 

Explanatory Note

This Amendment No. 1 to the Repros Therapeutics Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 is being filed for the sole purpose of correcting the title in the signature line of Louis Ploth, Jr. on the signature page.  No other changes are being made.

 
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
REPROS THERAPEUTICS INC.
     
Date:  August 18, 2009
    
 
By:  
/s/ Joseph S. Podolski
   
  Joseph S. Podolski
   
  Chief Executive Officer and Director
   
  (Principal Executive Officer)
     
Date:  August 18, 2009
    
 
By:
/s/ Louis Ploth, Jr.
   
  Louis Ploth, Jr.
   
  Chief Financial Officer and Secretary
   
  (Principal Financial and Accounting Officer)

 
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