UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q


(Amendment
No. 1)





(Mark
One)





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





For
the quarterly period ended March 31, 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 T  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 T(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
T





The
number of outstanding shares of the registrant’s common stock as of May 4, 2009
was 9,774,252.







1


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 March 31,
2009, originally filed with the Securities and Exchange Commission (the
“Commission”) on May 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.


2


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 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.