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 September 30, 2010




 ̈
            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:  0-25323




ALBANY
MOLECULAR RESEARCH, INC.


(Exact
name of registrant as specified in its charter)




DELAWARE
                  
                  14-1742717(State
      or other jurisdiction of
                  
                  (I.R.S.
      Employerincorporation
      or organization)
                  
                  Identification
      No.)




21
Corporate Circle


PO
Box 15098


Albany,
New York  12212-5098


(Address
of principal executive offices)




(518)
512-2000


(Registrant’s
telephone number, including area code)




N/A


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




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.




Yesx                          No ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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 definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.




Large
      accelerated filer  ̈
                Accelerated
      filer xNon-accelerated
      filer  ̈
                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 ̈                          Nox




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




Class
                  
                  Outstanding at October
      31, 2010Common
      Stock, $.01 par value
                  
                  30,256,171,
      excluding treasury shares of
5,411,372










ALBANY
MOLECULAR RESEARCH, INC.




INDEX




SIGNATURESEXHIBIT
      INDEXEXHIBIT
      10.1EXHIBIT
      10.2EXHIBIT
      31.1EXHIBIT
      31.2





Explanatory
Note




This
Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”), is
being filed by Albany Molecular Research, Inc. (the “Company”) to amend the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2010, originally filed with the Securities and Exchange Commission (the
“SEC”) on November 9, 2010 (the “Original Filing”), as an exhibit-only filing in
response to comments received from the SEC regarding the Company’s request for
confidential treatment of certain portions of Exhibits 10.1 and 10.2 which were
included in the Original Filing.  By this Amendment, the Company is
re-filing Exhibits 10.1 and 10.2 to disclose portions of information previously
redacted pursuant to the Company’s request for confidential
treatment.  Exhibits 10.1 and 10.2 to this Amendment supersede in
their entirety Exhibits 10.1 and 10.2 that were previously filed with the
Original Filing.  In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this
Amendment.  Except as described above, this Amendment does not reflect
events occurring after the filing of the Original Filing and no revisions are
being made pursuant to this Amendment to the Company’s financial statements or
any other disclosure contained in the Original Filing.





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.




ALBANY
      MOLECULAR RESEARCH, INC.Date:
      February 17, 2011
                By:
                /s/ Mark T. FrostMark
      T. FrostSenior Vice President, Administration, Chief Financial Officerand
      Treasurer
                  (Duly
      Authorized Officer and Principal Financial
  Officer)





Exhibit
Index




Exhibit
                Number
              
              Description10.1
              
              Research/Manufacturing
      Agreement between Schering Corporation and Albany Molecular Research, Inc.
      dated January 13, 2006 (filed in redacted form since confidential
      treatment was requested pursuant to Rule 24b-2 for certain portions
      thereof)10.2
              
              Seventh
      Amendment dated July 14, 2010 to the Research/Manufacturing Agreement
      between Schering Corporation and Albany Molecular Research, Inc. dated
      January 13, 2006 (filed in redacted form since confidential treatment was
      requested pursuant to Rule 24b-2 for certain portions
    thereof)31.1
              
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 193431.2
              
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 193432.1
              
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
              
              Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002