SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON
      D.C. 20549





**FORM
      10-QSB/A**





QUARTERLY
      REPORT UNDER SECTION 13 OR 15 (d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      quarter ended December 31, 2005




Commission
      File Number 0-10683





**HYDROMER,
      INC.**


(Exact
      name of registrant as specified in its charter)


New
                Jersey
            22-2303576(State
                of incorporation)
            (I.R.S.
                EmployerIdentification
                No.)35
                Industrial Pkwy, Branchburg, New Jersey
            08876-3424(Address
                of principal executive offices)
            (Zip
                Code)Registrant's
                telephone number, including area code:
            (908)
                722-5000




Securities
      registered pursuant to Section 12 (b) of the Act: None





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





Common
      Stock Without Par Value


(Title
      of
      class)




Check
      whether the issuer (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
      report(s), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No  ̈




Indicate
      the number of shares outstanding or each of the issuer’s classes of Common Stock
      as of the close of the period covered by this report.







Class
            Outstanding
                at December 31, 2005Common
            4,644,164

















**Explanation
      for filing of Amendment:**


Correction
      of the language in Item # 3 in order to conform to the prescribed language,
      properly reflecting the required Item 307 information of Regulation
      S-B.








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**Item
      # 3**





Disclosure
      Controls and Procedures





As
      of the
      period covered by this report, the Company carried out an evaluation, under
      the
      supervision and with the participation of our management, including the Chief
      Executive Officer and President and the Chief Financial Officer, of the
      effectiveness of the design and operation of the disclosure controls and
      procedures.





Based
      upon this evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that, our disclosure controls and procedures were effective and that
      there were no changes to our Company’s internal control over financial reporting
      that have materially affected, or is reasonably likely to materially affect
      the
      Company’s internal control over financial reporting during the period covered by
      the Company’s quarterly report.












































Exhibits  Description
        of Exhibit
 
 33.1
                SEC
                    Section 302 Certification -
                    CEO certification33.2
                SEC
                    Section 302 Certification -
                    CFO certification
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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 his behalf by the undersigned thereunto
      duly authorized.











HYDROMER,
                INC./s/
                Robert Y. LeeRobert
                Y. LeeChief
                Financial Officer











DATE:
      May
      19, 2006























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