**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM10-Q/A**

 

**AmendmentNo. 1**

**(AmendingPart I – Item 4)**

 

**QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended December 31, 2004**

 

**CommissionFile No. 1-13453**

 

**TODHUNTER INTERNATIONAL, INC.**

(Exactname of registrant as specified in its charter)

 
| **DELAWARE**                                                     | ** ** | **59-1284057**                   |
|------------------------------------------------------------------|------------|----------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | IRS Employer  Identification No. |
|                                                             |       |                             |
| **222 Lakeview Avenue,  Suite 1500, West Palm Beach, FL**        | ** ** | **33401**                        |
| (Address of principal  executive offices)                        |       | (Zip Code)                       |

 

Registrant’stelephone number, including area code:  **(561) 655-8977**

 

Indicateby check mark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months, and (2) has been subject to such filing requirements forthe past 90 days.

 

Yes    ý            No    o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Exchange Act).

 

Yes    o            No    ý

 

Thenumber of shares outstanding of registrant’s Common Stock, $.01 par value pershare, as of February 10, 2005 was 6,338,519.

 

 

----

 

This Amendment No. 1 on Form 10-Q is being filed to remove qualifyinglanguage from Item 4. (Controls and Procedures) of the Company’s QuarterlyReport on Form 10-Q for the quarter ended December 31, 2004, filed on February11, 2005.  This amendment does not alterany other disclosure set forth in the Original 10-Q.

 

**Item 4.    Controlsand Procedures**

 

**Evaluation of Disclosure Controls andProcedures**

 

The Company maintains disclosurecontrols and procedures (as defined in Rule 13a-15(e) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) that are designed toensure that information required to be disclosed in the Company’s reports underthe Exchange Act are recorded, processed, summarized and reported within thetime periods specified in the SEC’s rules and forms, and that the informationis accumulated and communicated to the Company’s management, including theCompany’s Chief Executive Officer and Chief Financial Officer, as appropriate,to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosurecontrols and procedures, management recognized that any disclosure controls andprocedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired objectives, and management was requiredto apply its judgment in evaluating the cost-benefit relationship of possibledisclosure controls and procedures.  TheCompany’s management, with the participation of the Company’s Chief ExecutiveOfficer and Chief Financial Officer, has evaluated the effectiveness of thedesign and operation of the Company’s disclosure controls and procedures as ofthe end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer andChief Financial Officer concluded that the design and operation of the Company’sdisclosure controls and procedures provided reasonable assurance that thedisclosure controls and procedures are effective to accomplish theirobjectives.

 

**Changes in Internal Control Over FinancialReporting**

 

In addition, management, includingthe Company’s Chief Executive Officer and Chief Financial Officer, reviewed theCompany’s internal control over financial reporting (as defined in Rule13a-15(f) under the Exchange Act), and there have been no changes in theCompany’s internal controls during the fourth quarter of Fiscal 2004 that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting.

 

2

----

 

**Signatures**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 

 
| Date:  March 15, 2005 | /s/  Jay S. Maltby                                   |
|-----------------------|------------------------------------------------------|
|                  | Jay S.  Maltby                                       |
|                  | Chairman,  Chief Executive Officer and President     |
|                  |                                                 |
|                  |                                                 |
| Date:  March 15, 2005 | /s/  Ezra Shashoua                                   |
|                  | Ezra  Shashoua                                       |
|                  | Executive  Vice President and Chief Financial Office |

 

3

----