UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





AMENDMENT
NO. 1




FORM
10-Q/A








(Mark
One)


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





For
the quarterly period ended September 30, 2010





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: 001-32295








ADHEREX
TECHNOLOGIES INC.


(Exact
Name of Registrant as Specified in Its Charter)





Canada
                (State
      or Other Jurisdiction of
                Incorporation
      or Organization
              20-0442384
                (I.R.S.
      Employer
                Identification
      No.)501
      Eastowne Drive, Suite 140Chapel
      Hill, North Carolina
              27514(Address
      of Principal Executive Offices)
              (Zip
      Code)





Registrant's
Telephone Number, Including Area Code: (919) 636-4530







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 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 þ





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.





Large
      Accelerated Filer  ̈
                Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
      (Do not check if smaller reporting company)
                Smaller
      reporting company þ





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





As of
November 15, 2010, there were 368,293,451 shares of Adherex Technologies Inc.
common stock outstanding.





Explanatory
Note





Adherex
Technologies, Inc. (the “Company”) is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q (the “Form 10-Q/A”) to amend its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2010, which was filed with the
Securities and Exchange Commission (“SEC”) on November 15, 2010 (the “Third
Quarter 10-Q”).  This Form 10-Q/A amends the Third Quarter 10-Q
by adding disclosure in Part I (Financial Information), Item 4 (Controls and
Procedures) that expressly states management’s conclusion regarding its
disclosure controls and procedures as of the quarterly period ended September
30, 2010.  Except as described above, no other changes have been made
to the Third Quarter 10-Q, and this Amendment No. 1 does not otherwise amend,
update or change the financial statements or disclosures in the Third Quarter
10-Q.





PART
I – FINANCIAL INFORMATION






Item 4. Controls and
Procedures




(a) Evaluation of Disclosure Controls
and Procedures. In connection with the preparation of this quarterly
report on Form 10-Q/A, an evaluation was carried out by the Company’s
management, with the participation of the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (“Exchange Act”)) as of September 30,
2010.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in Securities and Exchange Commission rules and forms and that
such information is accumulated and communicated to management, including the
Chief Executive Officer and the Chief Financial Officer, to allow timely
decisions regarding required disclosures.  In designing and evaluating
our disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control
objectives.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded, as of the end of the period covered by
this report, that the Company’s disclosure controls and procedures were not
effective as a result of having identified two material weaknesses in our
internal control over financial reporting, as described in further detail
below.




Our
management has identified a control deficiency because we lack sufficient staff
to segregate accounting duties. We believe the control deficiency results
primarily because we have one person performing all accounting and financial
reporting duties. As a result, we do not maintain adequate segregation of duties
within our critical financial reporting applications, the related modules and
financial reporting processes. This control deficiency could result in a
misstatement of balance sheet and income statement accounts in our interim or
annual financial statements that would not be detected. Accordingly, management
has determined that this control deficiency constitutes a material
weakness.






Our
management has also identified another control deficiency that it believes
constitutes a material weakness in our control over financial reporting. We did
not maintain sufficient personnel with an appropriate level of technical
accounting knowledge, experience, and training in the application of U.S. GAAP
commensurate with our complexity and our financial accounting and reporting
requirements. This control deficiency could result in a misstatement of the
financial statements including disclosure that would not be prevented or
detected on a timely basis. We have not, therefore, timely prepared our
consolidated financial statements and filed our periodic reports with the SEC.
While we strive to ensure we have appropriate accounting personnel as well as an
appropriate segregation of duties as much as practicable, we currently have
insufficient financial resources to justify additional
staff.   The Company continues to seek solutions to improve
internal control over financial reporting. As a result, these significant
internal control deficiencies are not expected to be remediated until we secure
additional financial resources.






After the
Company filed its Current Report on Form 8-K under Item 4.02 on November 2,
2010, the Company took remedial actions for our internal control weaknesses by
contracting additional personnel with experience in the application of U.S. GAAP
financial accounting and reporting requirements in order to assist management in
its financial accounting and reporting functions.  We believe that
this has helped remedy, but has not eliminated, the control deficiency described
above regarding lack of sufficient staff to segregate accounting
duties.  To finance our continuing operations, we will need to raise
additional funds beyond those from our April 2010 private placement and, as
disclosed on page 1 of our Form 10-K for the year ended December 31, 2009, there
remains substantial uncertainty of our ability to continue as a going concern
and the failure to obtain such funds might require us to further delay, scale
back or eliminate certain research and development studies, consider business
combinations, or even shut down some, or all, of our operations.  
Once we are able to secure such additional financing, we anticipate hiring
additional personnel with appropriate technical accounting knowledge,
experience, and training in the application of U.S. GAAP to supplement our
current accounting staff.


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(b)
Changes in Internal
Controls. There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended September 30, 2010 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


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SIGNATURES





Pursuant
to requirements 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.




Adherex
      Technologies Inc.Date:
      February 4, 2011
                  By:
                  /s/
      Rostislav
      RaykovRostislav
      RaykovChief
      Executive Officer(principal
      executive officer)Date:
      February 4, 2011
                  By:
                  /s/
      Robert
      AndradeRobert
      AndradeChief
      Financial Officer(principal
      financial and chief accounting
officer)


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