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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 March 31, 2006

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                     |  | 01201                            
|(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  
x    No ̈

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 May 12, 2006
|(Common stock, $.01 par value) |  | 10,308,600 Shares          



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EXPLANATORY NOTE:

This Amendment No. 1 on Form 10-Q/A amends the Quarterly Report of Legacy Bancorp, Inc. (the Company) on Form 10-Q for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission on
May 12, 2006. This amendment is solely to amend Part II, Item 6 of the Form 10-Q by re-filing Exhibit 32 Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350, which contained a typographical (date)
error.

This Amendment No. 1 does not affect the original financial statements or footnotes as originally filed. This Amendment No. 1 does not
reflect events that have occurred after the original filing of the Quarterly Report on Form 10-Q filed on May 12, 2006 and does not modify or update the disclosures in the Quarterly Report on Form 10-Q as filed in any way except with regard to
the specific modification to Exhibit 32, described in this Explanatory Note.

Therefore, this amendment only contains Exhibit 32 of Part II, Item 6,
as well as the new certifications of the Chief Executive Officer and Chief Financial Officer of the Company, Exhibits 31.1 and 31.2 respectively, as required by Rule 12b-15 under the Exchange Act.

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: June 28, 2006 |  | /s/ J. Williar Dunlaevy                                     
|                    |  | J. Williar Dunlaevy                                         
|                    |  | Chief Executive Officer and Chairman of the Board           
|                    | 
|Date: June 28, 2006 |  | /s/ Stephen M. Conley                                       
|                    |  | Stephen M. Conley                                           
|                    |  | Chief Financial Officer, Senior Vice President and Treasurer



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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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