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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A



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(Mark One)

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



For the quarterly period ended June 30, 2005



or



| ̈ | 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 000-51525



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LEGACY BANCORP, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 20-3135053                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|99 North Street, Pittsfield, Massachusetts                     |  | 01202                            
|(Address of principal executive offices)                       |  | (Zip Code)                       



(413) 443-4421

(Registrants telephone number, including area code)



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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 ̈No  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Exchange
Act).    Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12(b)-2 of the Exchange Act).    Yes ̈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 at October 26, 2005
|(Common stock, $.01 par value) |  | 10,308,600 Shares              



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Explanatory Note: This Amendment to the Form 10-Q filed on October 27, 2005, is being filed solely to indicate that
the Registrant is not (and at the time of the filing was not) a shell company as defined in Rule 12(b)-2 of the Securities and Exchange Act of 1934, as amended. No other revisions have been made to our financial statements or any other disclosure
contained in the quarterly report on Form 10-Q.



Item 6: Exhibits



See Index to Exhibits immediately following the signature page.



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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.



|                       |  |                                                   
|---------------------- |  | --------------------------------------------------
|                       |  | LEGACY BANCORP, INC.                              
|                       | 
|Date: November 9, 2005 |  | /s/ J. Williar Dunlaevy                           
|                       |  | J. Williar Dunlaevy                               
|                       |  | Chief Executive Officer and Chairman of the Board 
|                       | 
|Date: November 9, 2005 |  | /s/ Stephen M. Conley                             
|                       |  | Stephen M. Conley                                 
|                       |  | Senior Vice President, Chief Financial Officer and
|                       |  | Treasurer (Principal Accounting Officer)          



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INDEX TO EXHIBITS



|     |  |                                                                          
|---- |  | -------------------------------------------------------------------------
|31.1 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of J. Williar Dunlaevy
|     | 
|31.2 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of Stephen M. Conley  
|     | 
|32   |  | Certification pursuant to 18 U.S.C. Section 1350*                        

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|* | Previously filed with Form 10-Q on October 27, 2005.
|- | ----------------------------------------------------



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