UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)



(Mark One)



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



For the quarterly period ended   March 31, 2008



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:001-10608



FLORIDA PUBLIC UTILITIES COMPANY

(Exact name of registrant as specified in its charter)



Florida
        59-0539080(State or other jurisdiction of incorporation or organization)
        (I.R.S. Employer Identification No.)




401 South Dixie Highway,

West Palm Beach, Fl.  33401

(Address of principal executive offices)



(561) 832-0872

(Registrants telephone number, including area code)



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 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  o
        Accelerated filer oNon-accelerated filerx
        Smaller reporting company o


(Do not check if a smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
        Yes  o
        Nox




On May 2, 2008, there were 6,191,279 shares of $1.50 par value common stock outstanding.













Introduction



This Amendment No. 1 to Form 10-Q is filed for the limited purposes of (1) excluding the partial definition in Item 9A of disclosure controls and procedures and (2) providing corrected certifications required by Rule 13a-14(a) to include all four subsections required in paragraph 4 of Item 601(b)(31) of Regulation S-K.















PART I.
        FINANCIAL INFORMATION




Item 4T.
        Controls and Procedures




Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of March 31, 2008. Based on that evaluation, our CEO and CFO have concluded that, as of March 31, 2008, our disclosure controls and procedures were effective.



Changes in Internal Control over Financial Reporting

There have not been any changes in the Companys internal control over financial reporting during the fiscal quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



PART II.
        OTHER INFORMATION




Item 6.
        Exhibits




3.1
        Amended Articles of Incorporation (incorporated herein by reference as Exhibit 3(i) to our quarterly report on Form 10-Q for the period ended June 30, 2002).




3.2
        Amended By-Laws (incorporated herein by reference as Exhibit 3(ii) to our quarterly report on Form 10-Q for the period ended June 30, 2002).




4.1
        Indenture of Mortgage and Deed of Trust of FPU dated as of September 1, 1942 (incorporated by reference herein to Exhibit 7-A to Registration No. 2-6087).




4.2
        Fourteenth Supplemental Indenture dated September 1, 2001 (incorporated by reference to exhibit 4.2 on our annual report on Form 10-K for the year ended December 31, 2001).




4.3
        Fifteenth Supplemental Indenture dated November 1, 2001 (incorporated by reference to exhibit 4.3 on our annual report on Form 10-K for the year ended December 31, 2001).




10.1
        Amended Security Agreement and Promissory Note between FPU and Bank of America dated March 21, 2008 (previously filed).




31.1
        Certification of Chief Executive Officer (CEO) per Section 302 of the Sarbanes-Oxley Act of 2002.




31.2
        Certification of Chief Financial Officer (CFO) per Section 302 of the Sarbanes-Oxley Act of 2002.




32
        Certification of Principal Executive Officer and Principal Financial Officer per Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed).













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.



FLORIDA PUBLIC UTILITIES COMPANY(Registrant)Date: August 13, 2008
        By:
        /s/ George M. BachmanGeorge M. BachmanChief Financial Officer(Principal Accounting Officer)


















FLORIDA PUBLIC UTILITIES COMPANY

EXHIBIT INDEX



Item Number



31.1
        Certification of Chief Executive Officer (CEO) per Section 302 of the Sarbanes-Oxley Act of 2002.




31.2
        Certification of Chief Financial Officer (CFO) per Section 302 of the Sarbanes-Oxley Act of 2002.