UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1





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


For the
quarterly period ended September 30, 2009


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 No. 001-33407





ISORAY,
INC.


(Exact
name of registrant as specified in its charter)




Minnesota
                      (State or other jurisdiction of incorporation or
                      organization)
                    41-1458152
                      (I.R.S. Employer
                      Identification No.)350 Hills St., Suite 106, Richland, Washington
                      (Address of principal executive offices)
                    99354
                      (Zip Code)





Registrant's
telephone number, including area code: (509)
375-1202





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 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 such shorter period that the
registrant was required to submit and post such files).


Yes x     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.


Large
accelerated filer  ̈       Accelerated
filer  ̈       Non-accelerated
filer  ̈


Smaller
reporting company 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





Number of
shares outstanding of each of the issuer's classes of common equity as of the
latest practicable date:





Class
                Outstanding as of November 13,
      2009Common
      stock, $0.001 par value
                22,942,088








EXPLANATORY
NOTE




This
Amendment No. 1 to IsoRay, Inc.'s Form 10-Q amends the Form 10-Q filed with the
U.S. Securities and Exchange Commission on November 16, 2009 (the "Original
Filing").  The Amendment is being filed for the purpose of revising
Item 4 and providing revised certifications, which are attached as Exhibits 31.1
and 31.2 to this Amendment, in response to comments received from the
SEC.  The only items filed herewith are Item 4, the exhibit index, the
signature page and the certifications. With the exception of the foregoing, no
other information in the Original Filing has been supplemented, updated or
amended.





ITEM
4 – CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the design and operation of our disclosure controls and
procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of September 30, 2009.  Based on that evaluation, our
principal executive officer and our principal financial officer concluded that
the design and operation of our disclosure controls and procedures were
effective.  The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.  However,
management believes that our system of disclosure controls and procedures is
designed to provide a reasonable level of assurance that the objectives of the
system will be met.





Changes
in Internal Control over Financial Reporting





There
have not been any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





ITEM
6. EXHIBITS




Exhibits:




31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive
      Officer





31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial
      Officer





32
            Section
      1350 Certifications


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SIGNATURES





Pursuant
to the 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.




Dated:
March 24, 2010





ISORAY,
      INC., a Minnesota corporationBy
                /s/
      Dwight BabcockDwight
      Babcock, Chief Executive Officer
                  (Principal
      Executive Officer)





By
                  /s/
      Brien RagleBrien
      Ragle, Controller
                    (Principal
      Financial and Accounting
Officer)


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