**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K/A**


**Amendment
      No. 1**





(Mark
      One)


x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





**OR**





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





For
      the
      year ended December 31, 2004





Commission
      File Number 0-2000




**Entrx
      Corporation**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **95-2368719**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer ID No.)




**800
                Nicollet Mall, Suite 2690**
              **Minneapolis,
                Minnesota**
            **55402**(Address
                of Principal Executive Office)
            (Zip
                Code)





**Registrant's
      telephone number, including area code (612) 333-0614**





**Securities
      registered pursuant to Section 12(b) of the Act:**





Title
                of each class
            Name
                of each exchange
              on
                which registered**None**
            **None**




**Securities
      registered pursuant to Section 12(g) of the Act:**





**Common
      Stock -- $.10 Par Value**


**(Title
      of Class)**





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
o No
x





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. o





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





The
      aggregate market value of the Common Stock held by non-affiliates of the
      registrant on March 9, 2005 was approximately $911,547, based upon the closing
      price of the Common Stock, as reported in the pink sheets.





The
      number of shares of the Common Stock of the registrant outstanding as of March
      9, 2005 was 7,651,147.












**EXPLANATORY
      NOTE**




The
      amendment is being filed solely to revise the disclosure continued in Item
      9A of
      Form 10-K for the year ended December 31, 2004 to include an explicit statement
      in the disclosure that it is management’s conclusion that our disclosure
      controls and procedures were effective as of the end of the fiscal year.




We
      have
      not reevaluated our disclosure controls and procedures as of the date of this
      Amendment No. 1 or modified or updated other disclosures presented in the
      original report on Form 10-K. This Form 10-K/A generally does not reflect events
      occurring after the filing of the Form 10-K or modify or update those
      disclosures affected by subsequent events. Consequently, all other information
      is unchanged and reflects the disclosures made at the time of the original
      filing of the Form 10-K on March 31, 2005. You should not deem the filing of
      this Amendment to be an admission that our Original Filing, when made, included
      any known, untrue statement of material fact or knowingly omitted to state
      a
      material fact necessary to make a statement in the Original Filing not
      misleading. Accordingly, this Form 10-K/A should be read in conjunction with
      our
      filings made subsequent to the filing of the original Form 10-K. With this
      Amendment No. 1 our Chief Executive Officer and Chief Financial Officer have
      also issued their certifications required by Rule 13a-14 of the Securities
      Exchange Act of 1934.





**ITEM
                9A.**
            **CONTROLS
                AND PROCEDURES**





We
      carried out an evaluation, with the participation of our chief executive and
      chief financial officers, of the effectiveness, as of December 31, 2004, of
      our
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      of the Securities Exchange Act of 1934). Based upon that evaluation, made at
      the
      end of the period, our chief executive officer and chief financial officer
      concluded that our
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by us in reports that we file or submit under the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission rules and forms,
      and
      such information is accumulated and communicated to management, including our
      Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
      timely decisions regarding required disclosure and that
      there has been no significant change in such internal control during our last
      fiscal quarter ended December 31, 2004, or other factors which could
      significantly affect such controls including any corrective actions with regard
      to significant deficiencies or material weaknesses, since our
      evaluation.





The
      Company has a limited number of employees and is not able to have proper
      segregation of duties based on the cost benefit of hiring additional employees
      solely to address the segregation of duties issue. We determined the risks
      associated with the lack of segregation of duties are insignificant based on
      the
      close involvement of management in day-to-day operations (i.e. tone at the
      top,
      corporate governance, officer oversight and involvement with daily activities,
      and other company level controls). The Company has limited resources available
      and the limited amount of transactions and activities allow for compensating
      controls.





In
      addition, our management with the participation of our principal executive
      officer and principal financial officer or persons performing similar functions
      has determined that no change in our internal control over financial reporting
      occurred during the fourth quarter of our fiscal year ended December 31, 2004
      that has materially affected, or is (as that term is defined in Rules
      13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably
      likely to materially affect, our internal control over financial
      reporting.




**PART
      IV**




**ITEM 15.**
            **EXHIBITS
                AND FINANCIAL STATEMENT SCHEDULES**




(a)(3)
      Exhibits





**Exhibits**
            
            **Title
                of Document**31.1
            
            Chief
                Executive Officer’s Certification Under Rule 13a-14 of the Securities
                Exchange Act of 1934 (filed herewith).31.2
            
            Chief
                Financial Officer’s Certification Under Rule 13a-14 of the Securities
                Exchange Act of 1934 (filed
                herewith).









**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) 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.




**ENTRX
              CORPORATION**Date:
              May 19, 2006
            By:
            /s/ Peter
              L.
              HauserPeter
              L. HauserChief
              Executive Officer




Date:
              May 19, 2006
            By:
            /s/ Brian
              D.
              NieburBrian
              D. NieburChief
                Financial Officer
              (Principal
                Accounting Officer)