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
|- | ------------------------------------------------------------------------------------

For the fiscal year ended September 26, 2009

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 1-12340





GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 03-0339228                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|33 Coffee Lane, Waterbury, Vermont       |  | 05676     
|(Address of principal executive offices) |  | (zip code)

(802) 244-5621

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed
since last report)





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



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, $0.10 par value per share |  | The Nasdaq Global Market                 

Securities registered pursuant to Section 12(g) of the Act: NONE





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

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 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.     ̈

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  | x |  | Accelerated Filer         |  |  ̈
|                        |  |   | 
|Non-Accelerated Filer   |  |  ̈ |  | 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

The
aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant on March 28, 2009 was approximately $946,000,000 based upon the closing price of such stock on that date.

As of November 20, 2009, 43,656,266 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the
registrants definitive Proxy Statement for the 2010 Annual Meeting of Stockholders filed with the Securities and Exchange Commission pursuant to Regulation 14A on January 25, 2010 are incorporated by reference in Part III, Items 10-14 of
this Form 10-K.









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EXPLANATORY NOTE

Green Mountain Coffee Roasters, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A to amend Item 9A of Part II of its Annual Report on Form 10-K for the fiscal year
ended September 26, 2009, as filed with the Securities and Exchange Commission on November 25, 2009 (the Original Filing). The purpose of this Amendment No. 1 is to restate Item 9A of the Report by amending the second
paragraph under the heading Managements Report on Internal Control Over Financial Reporting. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company has set forth the text of
Item 9A, as amended, in its entirety. No other revisions or amendments have been made to Part II or to any other portion of the Original Filing. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect
facts or events occurring subsequent to the date of the Original Filing. Currently-dated certifications from the Companys Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.



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PART II



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

The Companys management, under the supervision and with the participation of
the Companys Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of September 26, 2009. Based upon
this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) were effective.

Managements Report on Internal Control Over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal
control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
Companys financial statements for external purposes in accordance with generally accepted accounting principles. Management evaluates the effectiveness of the Companys internal control over financial reporting using the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated Framework.

As of
September 26, 2009, the Companys management conducted an assessment of the effectiveness of the internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (the
Exchange Act). Based on this assessment, management concluded that the Companys internal control over financial reporting (as so defined under the Exchange Act) is effective.

The attestation report of PricewaterhouseCoopers LLP is set forth under the heading Report of Independent Registered Public Accounting Firm,
which is included in the Consolidated Financial Statements filed herewith.

Changes in Internal Control over Financial
Reporting

There was no change in the Companys internal control over financial reporting that occurred during the Companys
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized.



GREEN MOUNTAIN COFFEE ROASTERS, INC.By:

/S/    FRANCES G.
RATHKEFrances G. RathkeChief Financial OfficerMarch 11, 2010




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Exhibit List



|           |  |                                                                                                                                                                            
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Exhibit Title                                                                                                                                                              
|           | 
|31.1       |  | Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|           | 
|31.2       |  | Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|           | 
|32.1       |  | Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                         
|           | 
|32.2       |  | Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.