United States


SECURITIES AND EXCHANGE COMMISSION





WASHINGTON, D.C. 20549


____________________





FORM 10-Q/A


Amendment No. 1





x
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly period ended July 2, 2011





or





o
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 0-2382





MTS SYSTEMS CORPORATION


(Exact name of Registrant as specified in its charter)





MINNESOTA
41-0908057(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





14000 Technology Drive, Eden Prairie, MN  55344


(Address of principal executive offices)      (Zip Code)





Registrant’s telephone number: (952) 937-4000





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.





x       Yes                             oNo





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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





x       Yes                             oNo





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 o
Accelerated filer  x
Non-accelerated filer  o
Smaller Reporting Company o




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





o       Yes                             x        No




The number of shares outstanding of the Registrant’s common stock as of August 3, 2011 was 15,674,440 shares.















EXPLANATORY NOTE




MTS Systems Corporation (the “Company”) timely filed its Quarterly Report on Form 10-Q for the quarter ended July 2, 2011 with the Securities and Exchange Commission on August 5, 2011 (the “Form 10-Q”).  Due to a typographical error, the Company inadvertently reported on the cover page of the Form 10-Q that it was a shell company (as defined in Rule 12b-2 of the Exchange Act).  The Company is not, and has not been at any time, a shell company as defined in such rule.  The Company is filing this Amendment No. 1 (the “Amendment”) solely to correct the aforementioned typographical error.  Except as set forth above, this Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the filing of the Form 10-Q. Except as expressly set forth in this Amendment, the Form 10-Q has not been amended, updated or otherwise modified in any respect.