UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q/A



(Amendment No.1)



(QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period endedMarch 31, 2006



OR



oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



Commission File Number: 0-26634



LeCROY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



|DELAWARE                                                       |  | 13-2507777                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|700 CHESTNUT RIDGE ROAD
CHESTNUT  RIDGE, NEW YORK              |  | 10977                               
|(Address of Principal Executive Office)                        |  | (Zip Code)                          





(845) 425-2000

(Registrants Telephone Number, Including Area Code)



Not Applicable

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



Indicate by check mark (X) 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 twelve 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.



YESxNOo

Indicate by check mark (X) whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Large accelerated fileroAccelerated filerxNon-Accelerated filero



Indicate by check mark (X) whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YESoNOx



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 5, 2006
|---------------------------------- | --------------------------
|Common stock, par value $.01 share | 12,877,214                







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EXPLANATORY NOTE



This Amendment No. 1 to the Quarterly Report on Form 10-Q of LeCroy Corporation (the Company) for the period ended March 31, 2006 is being filed solely to correct the cover page of the original Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006.  The amended cover page being filed herewith revises the number of shares of Common Stock outstanding of the Company as of March 31, 2006 from 12,339,139, as originally filed, to 12,877,214 shares of Common Stock.  The remainder of the Form 10-Q is unchanged and is not reproduced in this Amendment No. 1.  Pursuant to Rule 12b-15, currently dated certifications of the Chief Executive Officer and the Chief Financial Officer are provided.



Item 6. Exhibits



|Exhibit |                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                       
|31.1    | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|31.2    | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|32.1    | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.                                  
|32.2    | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.                                  







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SIGNATURE



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.





|Date: June 6, 2006 | LeCROY CORPORATION                         
|------------------ | -------------------------------------------
|                   |                                            
|                   | /s/ Sean B. OConnor                       
|                   | Sean B. OConnor                           
|                   | Vice President and Chief Financial Officer,
|                   | Secretary and Treasurer                    





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EXHIBIT INDEX





|Exhibit |                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                       
|31.1    | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|31.2    | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|32.1    | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.                                  
|32.2    | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.                                  









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