United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark one)



|þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|- | --------------------------------------------------------------------------

For the transition period from  to .

Commission File Number: 000-13789

MDRNA,
INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2658569                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3830 Monte Villa Drive, Bothell, WA 98021

(Address of principal executive offices) (Zip Code)

Issuers telephone number: (425) 908-3600

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 past 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  þ    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 (§232.405 of this chapter) 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 a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈                      |  | Smaller reporting company  þ
|                           |  |                      |  | (Do not check if a 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  þ

At May 7, 2009, 34,834,159 shares of the Registrants Common Stock, par value $0.001, were outstanding.









---

EXPLANATORY NOTE

MDRNA, Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (the Form 10-Q) as an exhibit-only filing in response to comments
received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.2 and Exhibit 10.3 originally filed with the Form 10-Q. This Amendment No. 1 to Quarterly Report on Form
10-Q/A (this Amendment) is being filed solely to re-file Exhibit 10.2 and Exhibit 10.3, and to amend and restate the Exhibit Index included in the Form 10-Q. In addition, as required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Companys financial statements or any other
disclosure contained in the Form 10-Q.

PART II. OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------

The exhibits required by this item are
set forth in the Exhibit Index attached hereto.



---

SIGNATURES

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



|                      |  |  |  |             |  |                       |  |                                      
|--------------------- |  |  |  | ----------- |  | --------------------- |  | -------------------------------------
|                      |  |  |  | MDRNA, INC.
|                      |  |  | 
|Date: August 19, 2009 |  |  |  | By:         |  | /s/ J. Michael French
|                      |  |  |  |             |  |                       |  | J. Michael French                    
|                      |  |  |  |             |  |                       |  | President and Chief Executive Officer
|                      |  |  | 
|Date: August 19, 2009 |  |  |  | By:         |  | /s/ Peter S. Garcia  
|                      |  |  |  |             |  |                       |  | Peter S. Garcia                      
|                      |  |  |  |             |  |                       |  | Chief Financial Officer              



---

EXHIBIT INDEX



|           |  |                                                                                                                                                                                                                            
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                
|           | 
|10.1(2)    |  | Loan and Security Agreement, dated as of January 23, 2009, among General Electric Capital Corporation, Atossa Healthcare, Inc., MDRNA Research, Inc., Nastech Holdings I, LLC, Nastech
Holdings II, LLC and the Registrant.
|           | 
|10.2(1)*   |  | Non-Exclusive Patent License Agreement, effective as of February 12, 2009, by and between Hoffmann-La Roche Inc., F. Hoffmann-La Roche Ltd. and the Registrant.                                                            
|           | 
|10.3(1)*   |  | License Agreement dated as of March 20, 2009 by and between Novartis Institutes for BioMedical Research, Inc. and the Registrant.                                                                                          
|           | 
|31.1(2)    |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                        
|           | 
|31.2(2)    |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                        
|           | 
|31.3*      |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                        
|           | 
|31.4*      |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                        
|           | 
|32.1(3)    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                         
|           | 
|32.2(3)    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                         



|* | Filed herewith.
|- | ---------------



|(1) | Portions of this exhibit have been omitted pursuant to a grant of confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and the omitted
material has been separately filed with the Securities and Exchange Commission.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Previously filed with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|--- | ---------------------------------------------------------------------------------------------



|(3) | Previously furnished with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|--- | -------------------------------------------------------------------------------------------------