**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, 2006 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|

| **[                ]** | **TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|

|   | For                the transition period from ________ to                ________ |
|--------|-----------------------------------------------------------------------------------|

| **BIRNER                DENTAL MANAGEMENT SERVICES, INC.**                           |
|--------------------------------------------------------------------------------------|
| (Exact                name of registrant as specified in its                charter) |

| COLORADO (State                or other jurisdiction of incorporation or organization) |   | 84-1307044(IRS                Employer Identification No.) |
|---------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|

| 3801                EAST FLORIDA AVENUE, SUITE 508DENVER,                COLORADO(Address                of principal executive offices) |   |  80210(Zip                Code) |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|

| Common                Stock, without par value |   | Nasdaq                Capital Market |
|------------------------------------------------|--------|--------------------------------------|

| None(Title                of Class) |
|-------------------------------------|

|  ClassCommon                Stock, without par value |   |  Shares                Outstanding as of March 26, 20072,123,082 |
|-----------------------------------------------------------|--------|-----------------------------------------------------------------------|

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**EXPLANATORY      NOTE**

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**PART      IV**

**Item      15.  Exhibits and Financial Statement Schedules**

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**SIGNATURES**

| /s/                Frederic W.J.                Birner  | Chairman                of the Board, Chief Executive Officer and Director                *(Principal*** ***ExecutiveOfficer)* | August                1, 2007 |
|--------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|
| Frederic                W.J.                Birner      |                                                                                                                                |                          |
|                                                         |                                                                                                                                |                          |

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**Index      of      Exhibits**

| **Exhibit****Number**      |  **Description                of Document **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                   | Amended                and Restated Articles of Incorporation, incorporated herein by reference                to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (SEC                File No. 333-36391), as filed with the Securities and Exchange Commission                on September 25, 1997.                                                                                                                                                                                                                             |
| 3.2                   | Amended                and Restated Bylaws, incorporated herein by reference to Exhibit                3.3 to                the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391),                as filed with the Securities and Exchange Commission on September                25,                1997.                                                                                                                                                                                                                  |
| 4.1                   | Reference                is made to Exhibits 3.1 through 3.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2                        | Specimen                Stock Certificate, incorporated herein by reference to Exhibit 4.2                to the                Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as                filed with the Securities and Exchange Commission on September 25,                1997.                                                                                                                                                                                                                                  |
| 10.1                  | Form                of Indemnification Agreement entered into between the Registrant                and its                Directors and Executive Officers, incorporated herein by reference                to                Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (SEC File                No. 333-36391), as filed with the Securities and Exchange Commission                on                September 25, 1997.                                                                                                |
| 10.13                      | Credit                Agreement, dated October 31, 1996, between the Registrant and Key                Bank of                Colorado, as amended by First Amendment to Loan Documents, dated                as of                September 3, 1997, incorporated herein by reference to Exhibit 10.13                to                the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391),                as filed with the Securities and Exchange Commission on September                25,                1997.      |
| 10.14                      | Form                of Managed Care Contract with Prudential, incorporated herein by                reference                to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (SEC                File No. 333-36391), as filed with the Securities and Exchange Commission                on September 25, 1997.                                                                                                                                                                                                             |
| 10.15                      | Form                of Managed Care Contract with PacifiCare, incorporated herein by                reference                to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (SEC                File No. 333-36391), as filed with the Securities and Exchange Commission                on September 25, 1997.                                                                                                                                                                                                             |
| 10.17                      | Agreement,                dated August 21, 1997, between the Registrant and James Abramowitz,                D.D.S., and Equity Resources Limited Partnership, a Colorado limited                partnership, incorporated herein by reference to Exhibit 10.17 to                the                Company’s Registration Statement on Form S-1 (SEC File No. 333-36391), as                filed with the Securities and Exchange Commission on September 25,                1997.                                                             |
| 10.18                      | Form                of Management Agreement, incorporated herein by reference to Exhibit                10.18                to the Company’s Registration Statement on Form S-1 (SEC File No.                333-36391), as filed with the Securities and Exchange Commission                on                September 25, 1997.                                                                                                                                                                                                               |
| 10.20                      | Form                of Stock Transfer and Pledge Agreement, incorporated herein by reference                to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (SEC                File No. 333-36391), as filed with the Securities and Exchange Commission                on September 25, 1997.                                                                                                                                                                                                                              |
| 10.23                      | Birner                Dental Management Services, Inc. 1995 Employee Stock Option Plan,                including forms of Incentive Stock Option Agreement and Non-statutory                Stock Option Agreement under the Employee Plan, incorporated herein                by                reference to Exhibit 10.23 to the Company’s Registration Statement on Form                S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange                Commission on September 25, 1997.                               |
| 10.24                      | Birner                Dental Management Services, Inc. 1995 Stock Option Plan for Managed                Dental                Centers, including form of Non-statutory Stock Option Agreement under                the                Dental Center Plan, incorporated herein by reference to Exhibit 10.24                to                the Company’s Registration Statement on Form S-1 (SEC File No. 333-36391),                as filed with the Securities and Exchange Commission on September                25,                1997. |
| 10.25                      | Profit                Sharing 401(k)/Stock Bonus Plan of the Registrant, incorporated herein                by                reference to Exhibit 10.25 to the Company’s Registration Statement on Form                S-1 (SEC File No. 333-36391), as filed with the Securities and Exchange                Commission on September 25, 1997.                                                                                                                                                                                                  |
| 10.26                      | Form                of Stock Transfer and Pledge Agreement with Mark Birner, D.D.S.,                incorporated herein by reference to Exhibit 10.26 of Pre-Effective                Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC                File No. 333-36391), as filed with the Securities and Exchange Commission                on November 7, 1997.                                                                                                                                                       |
| 10.27                      | Stock                Purchase, Pledge and Security Agreement, dated October 27, 1997,                between                the Company and William Bolton, D.D.S., incorporated herein by reference                to Exhibit 10.27 of Pre-Effective Amendment No. 1 to the Company’s                Registration Statement on Form S-1 (SEC File No. 333-36391), as filed                with                the Securities and Exchange Commission on November 7,                1997.                                                         |
| 10.29                      | Second                Amendment to Loan Documents dated November 19, 1997 between the Registrant                and Key Bank of Colorado, incorporated herein by reference to Exhibit                10.29 of Pre-Effective Amendment No. 2 to the Company’s Registration                Statement on Form S-1 (SEC File No. 333-36391), as filed with the                Securities and Exchange Commission on November 25,                1997.                                                                                                 |
| 10.32                      | Third                Amendment to Loan Documents date September 31, 1998 between the Registrant                and Key Bank of Colorado, incorporated herein by reference to Exhibit                10.32 of the Company’s Form 10-Q for the quarterly period ended September                30, 1998 filed with the Securities and Exchange Commission on November                16,                1998.                                                                                                                                       |
| 10.33                      | Fourth                Amendment to Loan Document dated December 31, 1998 between the Registrant                and Key Bank of Colorado, incorporated herein by reference to Exhibit                10.33 of the Company’s Form 10-K for the annual period ended December 31,                1998 filed with the Securities and Exchange Commission on March 31,                1999.                                                                                                                                                             |
| 10.34                      | Fifth                Amendment to Loan Document dated May 28, 1999 between the Registrant                and                Key Bank of Colorado, incorporated herein by reference to Exhibit                10.34 of                the Company’s Form 10-Q for the quarterly period ended June 30, 1999 filed                with the Securities and Exchange Commission on August 12,                1999.                                                                                                                                     |
| 10.35                      | Sixth                Amendment to Loan Document dated September 20, 1999 between the Registrant                and Key Bank of Colorado, incorporated herein by reference to Exhibit                10.35 of the Company’s Form 10-Q for the quarterly period ended September                30, 1999 filed with the Securities and Exchange Commission on November                15,                1999.                                                                                                                                       |
| 10.36                 | Seventh                Amendment to Loan Document dated March 24, 2000 between the Registrant                and                Key Bank of Colorado, incorporated herein by reference to Exhibit                10.36 of                the Company’s Form 10-K for the annual period ended December 31, 1999                filed with the Securities and Exchange Commission on March 30,                2000.                                                                                                                                 |
| 10.37                      | Eighth                Amendment to Loan Document dated September 29, 2000 between Registrant                and                Key Bank of Colorado, incorporated herein by reference to Exhibit                10.37 of                the Company’s Form 10-Q for the quarterly period ended September 30, 2000                filed with the Securities and Exchange Commission on November 13,                2000.                                                                                                                           |
| 10.38                      | Amended                and Restated Credit Agreement dated December 17, 2001 between Registrant                and Key Bank of Colorado, incorporated herein as Exhibit 10.38 of                the                Company’s Form 10-K for the annual period ended December 31,                2001.                                                                                                                                                                                                                                              |
| 10.39                      | First                Amendment to Amended and Restated Credit Agreement dated April 30,                2002                between Registrant and Key Bank of Colorado, incorporated herein                as                Exhibit 10.39 of the Company’s Form 10-Q for the quarterly period ended                March 31, 2002 filed with the Securities and Exchange Commission                on May 6,                2002.                                                                                                                |
| 10.40                      | Second                Amendment to Amended and Restated Credit Agreement dated September                9, 2002                between Registrant and Key Bank of Colorado, incorporated herein                as                Exhibit 10.40 of the Company’s Form 10-Q for the quarterly period ended                September 30, 2002 filed with the Securities and Exchange Commission                on                November 8, 2002.                                                                                                   |
| 10.41                      | Fourth                Amendment to Amended and Restated Credit Agreement dated April 24,                2003                between the Registrant and Key Bank of Colorado, incorporated herein                as                Exhibit 10.41 of the Company’s Form 10-Q for the quarterly period ended                March 31, 2003 filed with the Securities and Exchange Commission                on May                8, 2003.                                                                                                           |
| 10.42                      | Birner                Dental Management Services, Inc. Code of Ethics, incorporated herein                by                reference to Exhibit 10.42 of Form 10-K (SEC File No. 23367), as                filed                with Securities and Exchange Commission on March 30,                2004.                                                                                                                                                                                                                                              |
| 10.43                      | Second                Amended and Restated Credit Agreement dated August 7, 2003 between                Registrant and Key Bank of Colorado, incorporated herein as Exhibit                10.41                of the Company’s Form 10-K for the annual period ended December 31,                2003.                                                                                                                                                                                                                                          |
| 10.44                      | Second                Amendment to Second Amended and Restated Credit Agreement dated April                29,                2005 between the Registrant and Key Bank of Colorado, incorporated                herein                as Exhibit 10.43 of the Company’s Form 10-K for the annual period ended                December 31, 2005.                                                                                                                                                                                                   |
| 10.45                      | Form                of Restricted Stock Agreement and Grant Notice under 2005 Equity                Incentive                Plan, incorporated herein by reference to Exhibit 10.2 on Form 8-K                (SEC                File No. 000-23367), as filed with the Securities and Exchange Commission                on July 19, 2005.                                                                                                                                                                                                           |
| 10.46                      | Third                Amendment to Second Amended and Restated Credit Agreement dated April                25,                2006 between the Registrant and Key Bank of Colorado, incorporated                herein                as Exhibit 10.43 of the Company’s Form 10-K for the annual period ended                December 31, 2006                                                                                                                                                                                                     |
| 10.47                      | Fourth                Amendment to Second Amended and Restated Credit Agreement dated August                31,                2006 between the Registrant and Key Bank of Colorado, incorporated                herein                as Exhibit 10.43 of the Company’s Form 10-K for the annual period ended                December 31, 2006                                                                                                                                                                                                   |
| 10.48                      | Third                Amended and Restated Security Agreement between the Company and KeyBank                National Association dated August 30, 2006 of the Company’s Form 10-K for                the annual period ended December 31, 2006.                                                                                                                                                                                                                                                                                                   |
| 23*                        | Hein                & Associates LLP consent dated March 29, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.1*                      | Certification                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief                Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2*                      | Certification  pursuant                to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial                Officer.                                                                                                                                                                                                                                                                                                                                                                                                            |
| 32.1*                      | Certification  pursuant                to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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