UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K/A


(Amendment
No. 2)





x                           ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For
the fiscal year ended December 31, 2008


or


o                   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 1-12396





THE
BEARD COMPANY


(Exact
name of registrant as specified in its charter)




Oklahoma
              73-0970298(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)





Harvey
Parkway


301
N. W. 63rd
Street, Suite 400


Oklahoma
City,
Oklahoma                                                73116


(Address of principal executive
offices)                       
         (Zip Code)




Registrant's
telephone number, including area code:  (405)
842-2333





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, $.0006665 par value





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





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 oNo 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 requirement for
the past 90 days.  Yes x    No
o





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 l0-K or any amendment to this
Form 10-K.  o




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 definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer [  ]
              Accelerated
      filer [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
              Smaller
      reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes o   No x





The
aggregate market value of the voting common equity held by non-affiliates
computed by reference tothe last sale price of
registrant’s common stock on the OTC Bulletin Board as of the close of business
on June 30, 2008, was
$6,077,000.





The
number of shares outstanding of the registrant's common stock as of March 31, 2009was Common
Stock $.0006665 par value – 9,912,457.





DOCUMENTS INCORPORATED BY
REFERENCE:





Portions
of the Registrant’s Proxy Statement for its 2009 Annual Meeting of Stockholders
are incorporated by reference as to Part III, Items 10, 11, 12, 13 and 14.











THE
BEARD COMPANY


FORM
10-K/A


For
the Fiscal Year Ended December 31, 2008





TABLE
OF CONTENTS





Explanatory Note


SIGNATURES


Exhibit
31.1


Exhibit 31.2

























EXPLANATORY
NOTE
 
 The
purpose of this Amendment No. 2 to the Annual Report on Form 10-K/A of The Beard
Company (the “Company”) for the year ended December 31, 2008 is to respond to
comments received from the Securities and Exchange Commission in their letter to
the Company dated January 28, 2010.  Specifically, the Company is
amending its disclosure to include paragraph 4(b) in Exhibits 31.1 and 31.2
regarding the design of the Company’s internal control over financial
reporting.  All other information and disclosures in the original
filing remain the same.
















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.
   THE
      BEARD COMPANY(Registrant)Date:
      February 4,
      2010
                By:
                /s/ 
      Herb Mee, JrHerb
      Mee, JrPresident
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated below.
 
 
 
 Signature
                
                Title
                
                Date/s/ W. M. Beard
                
                Chief
      Executive Officer
                
                February
      4,
      2010W.M.
      Beard/s/Herb Mee, Jr
                
                President
      and Chief Financial Officer
                
                February
      4,
      2010Herb
      Mee, Jr/s/Jack A. Martine
                
                Controller
      and Chief Accounting Officer
                
                February
      4,
      2010Jack
      A. Martine/s/W.
      M. Beard
                
                Chairman
      of the Board
                
                February
      4,
      2010W.
      M. Beard/s/Herb
      Mee, Jr.
                
                Director
                
                February
      4,
      2010Herb
      Mee, Jr./s/
      /Harlon E. Martin, Jr.
                
                Director
                
                February
      4,
      2010/Harlon
      E. Martin, Jr./s/
      Donald L. Dillingham
                
                Director
                
                February
      4,
      2010Donald
      L. Dillingham/s/
      Mark Bronson
                
                Director
                
                February
      4,
      2010Mark
      Bronson/s/
      Scott Brown
                
                Director
                
                February
      4,
      2010Scott
      Brown
 
    
  EXHIBIT
      INDEXExhibit
      No.
                  Description
                  Method of
      FilingExhibit
      31.1
                  Chief
      Executive Officer Certification required by Rule 13a-14(a) or Rule
      15d-14(a)
                  Filed
      herewith electronicallyExhibit
      31.2
                  Chief
      Financial Officer Certification required by Rule 13a-14(a) or Rule
      15d-14(a)
                  Filed
      herewith
electronically