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









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

for the quarterly period ended March 28, 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 0-4538





Cybex International, Inc.

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 11-1731581                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                        |  |           
|--------------------------------------- |  | ----------
|10 Trotter Drive, Medway, Massachusetts |  | 02053     
|(Address of principal executive office) |  | (Zip Code)

(508) 533-4300

(Registrants telephone number, including area code)





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 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 (§232.405 of this chapter) 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 definition of accelerated filer, large accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

On May 5, 2009, the Registrant had outstanding 17,093,931 shares of Common Stock, par value $0.10 per share, which is the Registrants only class of Common Stock.









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Explanatory Note

Cybex International, Inc. (the Company) is filing this Form 10-Q/A as Amendment No. 1 (the Amendment) to its quarterly report on Form 10-Q for the period ended March 28, 2009 (the
March 2009 Form 10-Q), filed with the Securities and Exchange Commission on May 5, 2009, solely for the purpose of replacing the document originally filed as Exhibit 10.2 to the March 2009 Form 10-Q with the document attached hereto
as Exhibit 10.2. In addition, the Company is also filling with the Amendment Exhibits 31.1 and 31.2 as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.

Except as specifically noted above, this Amendment does not modify or update disclosures in the Form 10-Q. Accordingly, this Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or
update any disclosures affected by subsequent events.

Part II. Other Information.



|Item 6. | Exhibits.
|------- | ---------



|             |  |                                                                                                                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.1 |  | Loan Modification Agreement dated April 23, 2009, between Wachovia Bank, National Association and Cybex International, Inc., incorporated by reference to Exhibit 10.1 to the March 2009
Form 10-Q.
|             | 
|Exhibit 10.2 |  | Modification Agreement dated May 4, 2009 between RBS Citizens, National Association and Cybex International, Inc. (filed herewith).                                                                
|             | 
|Exhibit 31.1 |  | Certification of Chairman and Chief Executive Officer (filed herewith).                                                                                                                            
|             | 
|Exhibit 31.2 |  | Certification of President, Chief Operating Officer and Chief Financial Officer (filed herewith).                                                                                                  
|             | 
|Exhibit 32.1 |  | Statement of Chairman and Chief Executive Officer, incorporated by reference to Exhibit 32.1 to the March 2009 Form 10-Q.                                                                          
|             | 
|Exhibit 32.2 |  | Statement of President, Chief Operating Officer and Chief Financial Officer, incorporated by reference to Exhibit 32.2 to the March 2009 Form 10-Q.                                                



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SIGNATURES

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.



|             |  |                           |  |                                             
|------------ |  | ------------------------- |  | --------------------------------------------
|             |  | Cybex International, Inc.
|             |  |                          
|             |  | By                        |  | /s/ John Aglialoro                          
|June 1, 2009 |  |                           |  | John Aglialoro                              
|             |  |                           |  | Chairman and Chief Executive Officer        
|             |  |                          
|             |  | By                        |  | /s/ Arthur W. Hicks, Jr.                    
|June 1, 2009 |  |                           |  | Arthur W. Hicks, Jr.                        
|             |  |                           |  | President, Chief Operating Officer and Chief
|             |  |                           |  | Financial Officer