UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)



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

For the fiscal year ended December 31, 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: 001-32449





VITRAN CORPORATION INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ontario, Canada                                                |  | 98-0358363                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5

(Address of principal executive offices and zip code)

416-596-7664

(Registrants telephone number, including area code)

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



|                    |  |                                                              
|------------------- |  | -------------------------------------------------------------
|Title of each class |  | Name of each exchange on which registered                    
|Common Shares       |  | Toronto Stock Exchange  TSX® NASDAQ  Global National
Market

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.     ̈

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         |  | x
|                        |  |                                                 | 
|Non-accelerated filer   |  |  ̈ (Do not check if a smaller reporting company) |  | 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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 16,300,041 common shares outstanding at February 9, 2011.The
aggregate market value of the voting stock of the registrant, excluding directors, officers and registered holders of 10% as of February 9, 2011 was approximately $163,155,000.









---

DOCUMENTS INCORPORATED BY REFERENCE

1) Portions of the Proxy Statement for the 2011 Annual Meeting of Stockholders (the Proxy Statement), to be filed within 120 days of the end
of the fiscal year ended December 31, 2010, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed
as part hereof.

EXPLANATORY NOTE

This Annual Report on Form 10-K/A (Amended Form 10-K) is being filed as Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with
the Securities and Exchange Commission on February 11, 2011 (the Original Filing). This Amended Form 10-K is a technical amendment to add as Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm. The
referenced exhibit was inadvertently omitted from the Original Filing.

We have not modified or updated other disclosures presented in our
Original Filing. Accordingly, this Amended Form 10-K does not reflect events occurring after the filing of our Original Filing and does not modify or update those disclosures affected by subsequent events. Information not affected by this
amendment is unchanged and reflects the disclosures made at the time of the Original Filing. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 15, as amended, is repeated in this Amended
10-K.

This Amended 10-K consists solely of the preceding cover page, this explanatory note, amended Item 15, the signature page, the
consent filed as exhibit 23.1 under amended Item 15 to this Amended 10-K and restated exhibits 31.1, 31.2 and 32.1.



2



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PART IV



|ITEM 15EXHIBITS, | FINANCIAL STATEMENT SCHEDULES
|----------------- | -----------------------------



|    |  |     |  |                                                                                                                                                                                                                                                                                                                                  
|--- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | (1) |  | Financial Statements                                                                                                                                                                                                                                                                                                             
|    |  |    
|    |  |     |  | Consolidated Balance Sheets as at December 31, 2010 and 2009 and the Consolidated Statements of Income (Loss), Shareholders Equity and Cash Flows for the years ended
December 31, 2010, 2009, and 2008 are reported on by KPMG LLP, Chartered Accountants. These statements are prepared in accordance with United States GAAP.
|    |  |    
|    |  | (2) |  | Financial Statement Schedules:                                                                                                                                                                                                                                                                                                   
|    |  |    
|    |  |     |  | Schedule IIValuation and Qualifying Accounts                                                                                                                                                                                                                                                                                    
|    |  |    
|    |  |     |  | Vitran Corporation Inc. Three
years ended December 31, 2010  Allowance for Doubtful
Accounts                                                                                                                                                                                                                                     



|                                                                             |  |                            |       |  |                             |   |       |            |  |   |                      |   |  |   |       | 
|---------------------------------------------------------------------------- |  | -------------------------- | ----- |  | --------------------------- | - | ----- | ---------- |  | - | -------------------- | - |  | - | ----- | 
|(in thousands of dollars)
Description                                        |  | Balance atbeginningof year |       |  | Charges tocosts andexpenses |   |       | Deductions |  |   | Balanceat endof year |  
|Year ended December 31, 2008                                                 |  |                            |       |  |                             |   |       |            |  |   |                      |   |  |   |       | 
|                                                                             |  |                            |       | 
|Accounts receivable allowances for revenue adjustments and doubtful accounts |  | $                          | 2,490 |  |                             | $ | 2,588 |            |  | $ | (1,310               | ) |  | $ | 3,768 | 
|                                                                             |  |                            |       | 
|Year ended December 31, 2009                                                 |  |                            |       |  |                             |   |       |            |  |   |                      |   |  |   |       | 
|                                                                             |  |                            |       | 
|Accounts receivable allowances for revenue adjustments and doubtful accounts |  | $                          | 3,768 |  |                             | $ | 1,436 |            |  | $ | (1,730               | ) |  | $ | 3,474 | 
|                                                                             |  |                            |       | 
|Year ended December 31, 2010                                                 |  |                            |       |  |                             |   |       |            |  |   |                      |   |  |   |       | 
|                                                                             |  |                            |       | 
|Accounts receivable allowances for revenue adjustments and doubtful accounts |  | $                          | 3,474 |  |                             | $ | 247   |            |  | $ | (968                 | ) |  | $ | 2,753 | 
|                                                                             |  |                            |       | 
|Deferred Tax Valuation Allowance                                             |  |                            |       |  |                             |   |       |            |  |   |                      |   |  |   |       | 



|                                       |  |                            |   |  |                             |   |        |            |  |   |                      |  |  |   |        | 
|-------------------------------------- |  | -------------------------- | - |  | --------------------------- | - | ------ | ---------- |  | - | -------------------- |  |  | - | ------ | 
|(in thousands of dollars)
Description  |  | Balance atbeginningof year |   |  | Charges tocosts andexpenses |   |        | Deductions |  |   | Balanceat endof year | 
|Year ended December 31, 2008           |  |                            |   |  |                             |   |        |            |  |   |                      |  |  |   |        | 
|                                       |  |                            |   | 
|Deferred tax asset valuation allowance |  | $                          |  |  |                             | $ |       |            |  | $ |                     |  |  | $ |       | 
|                                       |  |                            |   | 
|Year ended December 31, 2009           |  |                            |   |  |                             |   |        |            |  |   |                      |  |  |   |        | 
|                                       |  |                            |   | 
|Deferred tax asset valuation allowance |  | $                          |  |  |                             | $ |       |            |  | $ |                     |  |  | $ |       | 
|                                       |  |                            |   | 
|Year ended December 31, 2010           |  |                            |   |  |                             |   |        |            |  |   |                      |  |  |   |        | 
|                                       |  |                            |   | 
|Deferred tax asset valuation allowance |  | $                          |  |  |                             | $ | 39,644 |            |  | $ |                     |  |  | $ | 39,644 | 



3



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| | (3) | Exhibits Filed
| | --- | --------------

The exhibits listed in the accompanying Exhibit Index are filed as part of this Amended Annual Report on Form 10-K/A.



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|4.1            |  | Articles of Incorporation effective April 29,
1981(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|               | 
|4.2            |  | Articles of Amendment effective May 27, 1987(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|               | 
|4.3            |  | Articles of Amendment effective July 16, 1987(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|               | 
|4.4            |  | Articles of Arrangement effective February 5, 1991(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|               | 
|4.5            |  | Articles of Amendment effective April 22, 2004(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|               | 
|4.6            |  | Amended By-Laws effective February 7, 2008(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.7            |  | By-law to authorize the directors to borrow and give security effective July 16, 1987(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|               | 
|10.1           |  | Employee Stock Option Plan(8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|10.2           |  | Employment agreement dated November 25, 2004 from the registrant to Sean P. Washchuk(9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|               | 
|10.3           |  | Deferred share unit plan for Directors, dated September 14, 2005(10)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|               | 
|10.4           |  | Deferred share unit plan for Senior Executives, dated March 10, 2006(11)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|               | 
|10.5           |  | Credit Agreement between JPMorgan Chase Bank, N.A. as Agent and JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, those other financial institutions whose
names appear on the signature pages hereto and the other persons from time to time party hereto as Lenders as Lenders and J.P. Morgan Securities Inc. as Lead Arranger and Sole Bookrunner and Bank of America, N.A. and Bank of Montreal as
Co-Syndication Agents and National Bank of Canada and Fifth Third Bank as Co-Documentation Agents And Vitran Corporation Inc., Vitran Express Canada Inc. and Vitran Corporation as Borrowers Dated as of July 31, 2007(12)
|               | 
|10.6           |  | Amendment No. 2 to Credit Agreement between JPMorgan Chase Bank N.A. and those banks whose names appear on the signature pages hereto and Vitran Corporation Inc., Vitran Express
Canada Inc. and Vitran Corporation(13)                                                                                                                                                                                                                                                                                                                                                                                                                               
|               | 
|10.7           |  | Amendment No. 3 to Credit Agreement dated December 30, 2008, by and among Vitran Corporation Inc. and certain subsidiaries, JPMorgan Chase Bank, N.A., as Agent, and the Banks
named therein.(14)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|               | 
|10.8           |  | Amendment No. 4 to Credit Agreement between JPMorgan Chase Bank N.A. and those banks whose names appear on the signature pages hereto and Vitran Corporation Inc., Vitran Express
Canada Inc. and Vitran Corporation(15)                                                                                                                                                                                                                                                                                                                                                                                                                               
|               | 
|10.9           |  | Employment Agreement dated March 16, 2009 between the Registrant and Rick E. Gaetz(16)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|               | 
|10.10          |  | Amendment No. 5 to Credit Agreement dated May 8, 2009, by and among Vitran Corporation Inc. and certain subsidiaries, JPMorgan Chase Bank, N.A., as Agent, and the Banks named
therein(17)                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               | 
|10.11          |  | Securities Purchase Agreement dated September 17, 2009(18)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               | 
|10.12          |  | Amendment No. 6 to Credit Agreement dated September 17, 2009, by and among Vitran Corporation Inc. and certain subsidiaries, JPMorgan Chase Bank, N.A., as Agent, and the Banks
named therein.(19)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | 
|10.13          |  | Registration Rights Agreement dated September 21, 2009(20)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



4



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|      |  |                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.14 |  | Amendment No. 7 to Credit Agreement dated December 22, 2010, by and among Vitran Corporation Inc. and certain subsidiaries, JPMorgan Chase Bank, N.A., as Agent, and the Banks
named therein.(23)
|      | 
|14.1  |  | Code of Conduct for Employees(21)                                                                                                                                                                
|      | 
|14.2  |  | Code of Conduct for Directors(22)                                                                                                                                                                
|      | 
|23.1  |  | Consent of Independent Registered Public Accounting
Firm(24)                                                                                                                                     
|      | 
|31.1  |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(24)                                                                                           
|      | 
|31.2  |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(24)                                                                                           
|      | 
|32.1  |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(24)                                                                                                                     

Notes:



|(1) | Filed as Exhibit 1.1 to the Registrants Registration Statement on Form 20-F filed with the Commission on June 14, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------



|(2) | Filed as Exhibit 1.2 to the Registrants Registration Statement on Form 20-F filed with the Commission on June 14, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------



|(3) | Filed as Exhibit 1.3 to the Registrants Registration Statement on Form 20-F filed with the Commission on June 14, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------



|(4) | Filed as Exhibit 1.4 to the Registrants Registration Statement on Form 20-F filed with the Commission on June 14, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------



|(5) | Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed with the Commission on May 7, 2004.
|--- | -------------------------------------------------------------------------------------------------------------



|(6) | Filed as Exhibit 4.6 to the Registrants Registration Statement on Form S-8 filed with the Commission on September 11, 2009
|--- | ---------------------------------------------------------------------------------------------------------------------------



|(7) | Filed as Exhibit 1.6 to the Registrants Registration Statement on Form 20-F filed with the Commission on June 14, 1995.
|--- | ------------------------------------------------------------------------------------------------------------------------



|(8) | Filed as Exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed with the Commission on September 11, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(9) | Filed as Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on December 9, 2004.
|--- | -----------------------------------------------------------------------------------------------



|(10) | Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on September 15, 2005.
|---- | -------------------------------------------------------------------------------------------------



|(11) | Filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on March 13, 2006.
|---- | ---------------------------------------------------------------------------------------------



|(12) | Filed as Exhibit 10.5 to the Registrants Current Report on Form 8-K filed on August 9, 2007.
|---- | ---------------------------------------------------------------------------------------------



|(13) | Filed as Exhibit 10.9.7 to the Registrants Current Report on Form 8-K filed on April 24, 2008.
|---- | -----------------------------------------------------------------------------------------------



|(14) | Filed as Exhibit 10.9.8 to the Registrants Current Report on Form 8-K filed on January 5, 2009.
|---- | ------------------------------------------------------------------------------------------------



|(15) | Filed as Exhibit 10.9.9 to the Registrants Annual Report on Form 10-K filed on March 11, 2009.
|---- | -----------------------------------------------------------------------------------------------



|(16) | Filed as Exhibit 10.23 to the Registrants Current Report on Form 8-K filed on March 17, 2009.
|---- | ----------------------------------------------------------------------------------------------



|(17) | Filed as Exhibit 10.9.9 to the Registrants Current Report on Form 8-K filed on May 28, 2009.
|---- | ---------------------------------------------------------------------------------------------





5



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|(18) | Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 18, 2009.
|---- | -------------------------------------------------------------------------------------------------



|(19) | Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on September 18, 2009.
|---- | -------------------------------------------------------------------------------------------------



|(20) | Filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 22, 2009.
|---- | -------------------------------------------------------------------------------------------------



|(21) | Filed as Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on August 3, 2004.
|---- | ---------------------------------------------------------------------------------------------



|(22) | Filed as Exhibit 99.2 to the Registrants Current Report on Form 8-K filed on August 3, 2004.
|---- | ---------------------------------------------------------------------------------------------



|(23) | Filed as Exhibit 10.14 to the Registrants Annual Report on Form 10-K filed on February 11, 2011.
|---- | -------------------------------------------------------------------------------------------------



|(24) | Filed as an exhibit to this Amended Annual Report on Form 10-K/A.
|---- | -----------------------------------------------------------------





6



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, on the 6th day of October, 2011.



Vitran Corporation Inc.By:

/s/ Fayaz D. SulemanFayaz D. Suleman Vice President Finance and Chief Financial
Officer