UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 1)







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

For the fiscal year ended December 31, 2010

or



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

Commission file number 1-34243





tw telecom
inc.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 84-1500624                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

10475 Park Meadows Drive

Littleton, CO 80124

(Address of principal executive offices)

(303) 566-1000

(Registrants telephone number, including area code)





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



|                            |  |                                     
|--------------------------- |  | ------------------------------------
|Title of each class         |  | Name of exchange on which registered
|Common Stock $.01 par value |  | Nasdaq Stock Market                 

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





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    YES  x    NO   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    YES   ̈    NO  x

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 has submitted electronically and posted on its corporate Website, 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  x    NO   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 (Check
one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act.)    YES   ̈    NO  x

As of June 30, 2010, the aggregate market value of the registrants voting stock held by non-affiliates was approximately $2.5
billion, based on the closing price of the registrants common stock on the NASDAQ Stock Market reported for such date. Shares of common stock held by each executive officer and director have been excluded since those persons may under certain
circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of tw telecom inc.s common stock as of April 30, 2011 was 150,669,768 shares.





DOCUMENTS INCORPORATED BY REFERENCE

tw telecom inc. incorporates by reference its Annual Report on Form 10-K for the tax year ended 2010 which it filed with the U.S. Securities and Exchange Commission on February 25, 2011.









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TABLE OF CONTENTS



|                                             |  | 
|-------------------------------------------- |  | 
|SIGNATURE                                    |  | 
|Exhibit Index to Form 10-K/A                 |  | 
|Certification of CEO Pursuant to Section 302 |  | 
|Certification of CFO Pursuant to Section 302 |  | 
|Certification of CEO Pursuant to Section 906 |  | 
|Certification of CFO Pursuant to Section 906 |  | 

EXPLANATORY NOTE

The sole purpose of this Form 10-K/A (Amendment No. 1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010, is to re-file Exhibit 10.25 to the original Form 10-K for such
year to add a legend to the exhibit to indicate that tw telecom inc. has filed a confidential treatment request with respect to certain portions of the exhibit that have been redacted for confidentiality purposes.



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.



tw telecom inc.By:

/s/ Tina DavisName: Tina DavisTitle: Senior Vice President and Deputy General           Counsel


Date: May 4, 2011



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Exhibit Index to Form 10-K/A



|            |  |                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                
|            | 
|*10.25      |  | Office Lease dated October 25, 2010 between LBA Realty Fund III-Company II LLC and tw telecom holdings inc.
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 (Form 10-K/A)                             
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 (Form 10-K/A)                             
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to Section 906 (Form 10-K/A)                             
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to Section 906 (Form 10-K/A)                             



|* | Portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------