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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1



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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

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: 0-25317

INVITROGEN CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0373077                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|1600 Faraday Avenue, Carlsbad, CA        |  | 92008     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (760) 603-7200

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check One)

Large accelerated filer   x             Accelerated filer ̈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

As of
August 2, 2006, there were 53,480,747 shares of the registrants Common Stock, par value $.01 per share, outstanding.



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EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q (Form 10-Q/A) is being filed for the purpose of correcting the number of shares outstanding on the cover page to our Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2006. We originally reported that 58,812,309 shares of our Common Stock, par value $.01 per share, were outstanding as of August 2, 2006, which included 5,331,562 shares of treasury stock that is issued
but not outstanding. The correct number of shares of our Common Stock outstanding on August 2, 2006 was 53,480,747. This amendment has not resulted in any changes to our previously reported financial results. Unless otherwise indicated, all
information in this Form 10-Q/A is as of June 30, 2006, and does not reflect any subsequent information or events.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |                        |  |     |  |                                                        |  | 
|--------------------- |  | ---------------------- |  | --- |  | ------------------------------------------------------ |  | 
|                      |  | INVITROGEN CORPORATION
|                      |  |                        | 
|Date: August 10, 2006 |  |                        |  | By: |  | /s/ David F. Hoffmeister                              
|                      |  |                        |  |     |  | David F. Hoffmeister                                  
|                      |  |                        |  |     |  | Chief Financial Officer                               
|                      |  |                        |  |     |  | (Principal Financial Officer and Authorized Signatory)