UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(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, 2011

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 001-34749





REACHLOCAL, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-0498783                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                           |  |           
|---------------------------------------------------------- |  | ----------
|21700 Oxnard Street, Suite 1600
Woodland Hills, California |  | 91367     
|(Address of principal executive offices)                   |  | (Zip Code)

Registrants telephone number, including area code: (818) 274-0260





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 Web site, 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   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definition
of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | 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   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                 |  |                                             
|-------------------------------- |  | --------------------------------------------
|Title of Class                   |  | Number of Shares Outstanding on May 12,
2010
|Common Stock, $0.00001 par value |  | 29,077,954                                  









---

EXPLANATORY NOTE

This Form 10-Q/A is being filed as an amendment (Amendment No. 1) to the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, filed by ReachLocal, Inc. (the Company) with the U.S. Securities and Exchange Commission on May 16, 2011 (the 10-Q). The sole purpose of this Amendment No. 1 is to amend and restate the
certifications filed as Exhibits 31.1 and 31.2 to conform to Item 601(b)(31) of Regulation S-K.

Other than the exhibits
described above, no item of, or disclosure appearing in, the 10-Q is affected by this filing. This Amendment No. 1 is presented as of the filing date of the 10-Q and does not reflect events occurring after that date or modify or update
disclosures in any way.



2



---

PART II

OTHER INFORMATION



|Item  6. | EXHIBITS
|-------- | --------



|           |  |                                                                                                                                                                                                                                                       
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description of Exhibit                                                                                                                                                                                                                                
|           | 
|10.1#      |  | Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc. (filed with the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 16, 2011)               
|           | 
|10.2#      |  | Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited (filed with the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2011, filed with the SEC on May 16, 2011)
|           | 
|31.1*      |  | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                   
|           | 
|31.2*      |  | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                   
|           | 
|32.1       |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, filed with the SEC on May 16, 2011)              
|           | 
|32.2       |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, filed with the SEC on May 16, 2011)              



|* | Filed herewith.
|- | ---------------

|# | Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.
|- | ------------------------------------------------------------------------------------------------------



3



---

SIGNATURES

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



REACHLOCAL, INC.By:

/s/ Zorik GordonName:

Zorik GordonTitle:

President and Chief Executive OfficerBy:

/s/ Ross G. LandsbaumName:

Ross G. LandsbaumTitle:

Chief Financial Officer


Date: July 6, 2011



4



---

EXHIBIT INDEX



|           |  |                                                                                                                                                                                                                                                       
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description of Exhibit                                                                                                                                                                                                                                
|           | 
|10.1#      |  | Google Inc. AdWords Reseller Addendum, dated April 25, 2011, between ReachLocal, Inc. and Google Inc. (filed with the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed with the SEC on May 16, 2011)               
|           | 
|10.2#      |  | Google AdWords Reseller Agreement, dated May 9, 2011, between ReachLocal Netherlands B.V. and Google Ireland Limited (filed with the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2011, filed with the SEC on May 16, 2011)
|           | 
|31.1*      |  | Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                   
|           | 
|31.2*      |  | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                   
|           | 
|32.1       |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, filed with the SEC on May 16, 2011)              
|           | 
|32.2       |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, filed with the SEC on May 16, 2011)              



|* | Filed herewith.
|- | ---------------

|# | Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.
|- | ------------------------------------------------------------------------------------------------------



5