UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 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, 2010.





o
              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


0-50481





AEOLUS PHARMACEUTICALS,
INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            56-1953785(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S. Employer
              Identification
      No.)26361
      Crown Valley Parkway, Ste. 150
              Mission Viejo, California
            
            92691(Address
      of principal executive offices)
            
            (Zip Code)




(Registrant’s
      telephone number, including area code)
              949-481-9825




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 o





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 o
    No o





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
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:




Large
accelerated filer o
Accelerated filer o
Non-accelerated filer oSmaller 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 o NO x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
              Outstanding
      as of
                August 13, 2010Common
      Stock, par value $.01 per share
              56,657,177
      shares









EXPLANATORY
NOTE





Aeolus
Pharmaceuticals, Inc. (the “Registrant”) is filing this amendment (the “Form
10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission
on August 13, 2010, solely to correct errors on the cover page. The cover page
of the Form 10-Q inadvertently omitted a reference to the Interactive Data Files
governed by Rule 405 of Regulation S-T.  In addition, the cover page
of the Form 10-Q is hereby amended to note the Registrant’s status as a smaller
reporting company and to state that the number of shares of outstanding Common
Stock of the Registrant on August 13, 2010 was 56,657,177, not 59,925,299
shares, as previously disclosed.





This Form
10-Q/A should be read in conjunction with the original Form 10-Q, which
continues to speak as of the date of the Form 10-Q. Except as specifically noted
above, this Form 10-Q/A does not modify or update disclosures in the original
Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after
the filing of the Form 10-Q or modify or update any related or other
disclosures.









PART II.  OTHER
INFORMATION





ITEM
6. Exhibits





Exhibit
      #
            
            Description31.1
            
            Certification
      of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)
      and 15d-14(a).31.2
            
            Certification
      of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)
      and 15d-14(a).32.1
            
            Certification
      by the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.











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.





AEOLUS
      PHARMACEUTICALS, INC.Date:
      August 27, 2010
            By:
            /s/
      John L. McManusJohn
      L. McManus
              President
      and Chief Executive Officer
              (Principal
      Executive Officer)
              Chief
      Financial Officer, Treasurer and Secretary
              (Principal
      Financial and Accounting Officer)