##### Table of Contents







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10K/A

(Amendment No. 1)





(Mark One)



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

For the fiscal year ended December 31, 2007

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 001-33197







GUIDANCE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                                     
|-------------------------------------------------------------- |  | ----------------------------------------------------
|Delaware                                                       |  | 95-4661210                                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)                
|                                                               | 
|215 North Marengo Avenue Pasadena, California 91101            |  | (626) 229-9191                                      
|(Address of principal executive offices)                       |  | (Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                         |  |                                            
|---------------------------------------- |  | -------------------------------------------
|Common Stock, $0.001 par value per share |  | The NASDAQ Stock Market LLC                
|(Title of each class)                    |  | (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None.





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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 if
disclosure of delinquent filers pursuant to Item 405 of Regulation of S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈

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  x                    Non-accelerated filer   ̈

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 aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold on March 5, 2008, as reported on the Global
Market tier of The NASDAQ Stock Market LLC was approximately $103,900,000.*

As of March 5, 2008, there were approximately 23,095,000
shares of the registrants Common Stock outstanding.



|* | Excludes shares of Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the shares outstanding at March 5, 2008. This calculation
does not reflect a determination that such persons are affiliates for any other purposes.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the registrants definitive proxy statement to be filed with the Commission pursuant to Regulation 14A in
connection with the registrants 2008 Annual Meeting of Stockholders (the Proxy Statement) or portions of the registrants 10-K/A, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this
Report. Such Proxy Statement or 10-K/A will be filed with the Commission not later than 120 days after the conclusion of the registrants fiscal year ended December 31, 2007.











---

##### Table of Contents

GUIDANCE SOFTWARE, INC.

FORM 10-K/A

(Amendment No. 1)

For the Fiscal Year Ended December 31, 2007

Table of Contents



|                                                    |  |     
|--------------------------------------------------- |  | ----
|                                                    |  | Page
|Explanatory Note                                    |  | 1   
|                                                    | 
|PART IV                                             |  | 1   
|                                                    | 
|Item 15. Exhibits and Financial Statement Schedules |  | 1   
|                                                    | 
|Signature                                           |  | 1   



---

##### Table of Contents

EXPLANATORY NOTE

On March 17, 2008, Guidance Software, Inc. filed its Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 (the 2007 Form 10-K). We hereby amend and restate the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications) which
were filed as Exhibits 31.1 and 31.2 to the 2007 Form 10-K. Although the Section 302 Certifications were sent to the Securities and Exchange Commission along with the 2007 Form 10-K on the date it was originally filed, the
following language was inadvertently omitted from paragraph 4 of such certifications: and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). This amendment makes no other amendments
or changes to the 2007 Form 10-K.

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

The
following documents are filed as part of this amendment:



|(b) | Exhibits:
|--- | ---------

The following exhibits are filed or
furnished herewith:



|              |  |                                                                                                     
|------------- |  | ----------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Documents                                                                            
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|              | 
|32.1          |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|              | 
|32.2          |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 



| | These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of
the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Guidance Software, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.

April 15, 2008



Guidance Software, Inc.By

/s/    VICTOR T.
LIMONGELLIVictor T. Limongelli President and Chief Executive Officer (Principal Executive
Officer)




1