UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)

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[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006



or



o 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: 000-31973



Beacon Power Corporation

(Exact name of registrant as specified in its charter)



|Delaware                        | 04-3372365         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)





|234 Ballardvale Street                   |           
|---------------------------------------- | ----------
|Wilmington, Massachusetts                | 01887-1032
|(Address of principal executive offices) | (Zip code)





(978) 694-9121

(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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)



|Large accelerated filer ___ | Accelerated filer ___ | Non-accelerated filer _X_
|--------------------------- | --------------------- | -------------------------



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



The number of shares of the Registrant's common stock, par value $.01 per share, outstanding as of May 1, 2006 was 58,412,130.














EXPLANATORY NOTE



This amendment to our originally filed Quarterly Report on Form 10-Q filed May 9, 2006 (the Original Report), is being filed solely to remove an extra representation that was added as paragraph 6 in the certifications of Messrs. Capp and Spiezio filed as Exhibits 31.1 and 31.2 to the Original Report.  The Securities and Exchange Commission has directed us to re-file the certifications as they are composed herein.  This Form 10-Q/A does not modify or update any other financial statements, exhibits or disclosures presented in the Original Report.







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Item 4.  Controls and Procedures



Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q/A.  Based on that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2006, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.



In addition, our management, with the participation of our chief executive officer and chief financial officer, has evaluated whether any change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the period covered by this Quarterly Report on Form 10-Q/A.  Based on that evaluation, the chief executive officer and chief financial officer have concluded that there has been no change in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Item 6.  Exhibits





|Exhibit |     |                                                                                                                        | 
|------- | --- | ---------------------------------------------------------------------------------------------------------------------- | 
|Number  | Ref | Description of Document                                                                                                | 
|        |     |                                                                                                                        | 
|31.1    | +   | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                | 
|        |     |                                                                                                                        | 
|31.2    | +   | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 
|        |     |                                                                                                                        | 



+ Filed herewith







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SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



BEACON POWER CORPORATION





|Date: | June 16, 2006 | By: | /s/ F. William Capp                        | 
|----- | ------------- | --- | ------------------------------------------ | 
|      |               |     | F. William Capp                            | 
|      |               |     | President and Chief Executive Officer      | 
|      |               |     | Principal Executive Officer                | 
|      |               |     |                                            | 
|      | June 16, 2006 |     | /s/ James M. Spiezio                       | 
|      |               |     | James M. Spiezio                           | 
|      |               |     | Vice President of Finance, Chief Financial | 
|      |               |     | Officer, Treasurer and Secretary           | 
|      |               |     | Principal Financial Officer                | 









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