UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q


(Amendment
No. 1)





(Mark
One)





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





For
the quarterly period ended June 30, 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 000-20805





ReGen
Biologics, Inc.


(Exact
name of registrant as specified in its charter)





Delaware
            23-2476415(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)411
      Hackensack Avenue,10th
      Floor,Hackensack,
      NJ
            07601(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:


(201)
651-5140





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 R  No£





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T 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 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. (Check
one):





Large
      accelerated filer £
            Accelerated
      filer £
            Non-accelerated
      filer £
            Smaller
      reporting company R(Do
      not check if a 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 R





The
number of outstanding shares of the registrant’s common stock as of August 3,
2009 was 9,778,940.










REGEN
BIOLOGICS, INC.





Explanatory
Note:





This Amendment No. 1 (“Amendment No.
1”) amends the Quarterly Report on Form 10-Q of ReGen Biologics, Inc. (the
“Company”) for the quarterly period ended June 30, 2009, originally filed with
the Securities and Exchange Commission (the “Commission”) on August 11, 2009
(the “Original Filing”).  The Company is filing this Amendment No. 1
solely to correct certain inadvertent omissions from the Certifications of the
Company’s principal executive officer and principal financial officer required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Such
Certifications are attached hereto as Exhibits 31.1 and 31.2.  Except
as described above, no other changes have been made to the Original Filing and
this Amendment No. 1 does not reflect events occurring after the date of the
Original Filing or modify or update any of the disclosure contained therein in
any way.  Accordingly, this amendment should be read in conjunction
with the Company’s other filings with the Commission subsequent to the Original
Filing.





PART
II.  OTHER INFORMATION





Item
6. Exhibits.





See Exhibit Index.





SIGNATURE





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 on January 8, 2010.





REGEN
      BIOLOGICS, INC.By:
            /s/
      Gerald E. Bisbee, Jr., Ph.D.Gerald
      E. Bisbee, Jr., Ph.D.President
      andChief
      Executive Officer(principal
      executive officer andprincipal
      financial officer of the
registrant)





EXHIBIT
INDEX





Exhibit
              Index
            
            Description31.1
            
            Certification
      of principal executive officer of the registrant.31.2
            
            Certification
      of principal financial officer of the
  registrant.