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FORM 10-Q/A



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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AMENDMENT NO. 1



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



| ̈ | 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 0-16005



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Unigene Laboratories, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-2328609                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|110 Little Falls Road, Fairfield, New Jersey                   |  | 07004                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (973) 882-0860





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



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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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x.



APPLICABLE ONLY TO CORPORATE ISSUERS



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



Common Stock, $.01 Par Value 77,988,995 shares as of August 2, 2004



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UNIGENE LABORATORIES, INC.



Explanatory Note



Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, Unigene Laboratories, Inc. amends its Report on Form 10-Q for the quarter ended June 30, 2004
by amending and restating Part II, Item 6 in its entirety to note the confidential treatment request separately filed with the Securities and Exchange Commission for portions of Exhibit 10.1 thereto and refiling Exhibit 10.1, which reflects the
confidential treatment that has been requested for portions of this exhibit.



|PART | II. OTHER INFORMATION
|---- | ---------------------



|Item | 6. Exhibits and Reports on Form 8-K
|---- | -----------------------------------



| | (a) | Exhibits:
| | --- | ---------



|       |  |                                                                                                                                                                    
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                        
|10.1   |  | License Agreement, dated April 7, 2004, between Unigene Laboratories, Inc. and Novartis Pharma AG(1)(2)                                                            
|       | 
|31.1   |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|       | 
|31.2   |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|       | 
|32.1   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)                                         
|       | 
|32.2   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.(1)                                         

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|(1) | Filed herewith.
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|(2) | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



On April 8, 2004, we filed a current report on Form 8-K reporting a press release announcing the signing of calcitonin licensing and manufacturing
agreements with Novartis Pharma AG.



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UNIGENE LABORATORIES, INC.



INDEX TO EXHIBITS



|     |  |                                                             
|---- |  | ------------------------------------------------------------
|No.  |  | EXHIBIT                                                     
|10.1 |  | License Agreement between Unigene and Novartis              
|     | 
|31.1 |  | Section 302 Certification of the Principal Executive Officer
|     | 
|31.2 |  | Section 302 Certification of the Principal Financial Officer
|     | 
|32.1 |  | Section 906 Certification of the Chief Executive Officer    
|     | 
|32.2 |  | Section 906 Certification of the Chief Financial Officer    



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SIGNATURES



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



UNIGENE LABORATORIES, INC.(Registrant)




|                  |  |     |  |                          
|----------------- |  | --- |  | -------------------------
|December 30, 2004 |  | By: |  | /s/ Warren P. Levy       
|                  |  |     |  | Warren P. Levy, President
|                  |  |     |  | (Chief Executive Officer)



|                  |  |     |  |                             
|----------------- |  | --- |  | ----------------------------
|December 30, 2004 |  | By: |  | /s/ Jay Levy                
|                  |  |     |  | Jay Levy, Treasurer         
|                  |  |     |  | (Chief Financial Officer and
|                  |  |     |  | Chief Accounting Officer)