UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


___________





FORM 10-Q/A


Amendment No. 1





(Mark One)x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2012 or ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from              to





Commission file number 0-15071


___________





Steel Excel Inc.


(Exact name of Registrant as specified in its charter)





DELAWARE

(State or other jurisdiction of incorporation or organization)
94-2748530

(I.R.S. Employer Identification No.)2603 CAMINO RAMON, SUITE 200, SAN RAMON, CALIFORNIA

(Address of principal executive offices)
94583

(Zip Code)Registrant's telephone number, including area code (408) 945-8600


___________





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 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 x 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 “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


(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 o  No x





The number of shares of Steel Excel's common stock outstanding as of May 9, 2012 was 10,892,036.








Explanatory Note





This Amendment No. 1 to the Quarterly Report on Form 10-Q of Steel Excel Inc.  (the “Company”) for the quarter ended March 31, 2012, originally filed with the Securities and Exchange Commission on May 10, 2012 (the “Original Filing”), is being filed solely to correct an error in the number of shares of common stock outstanding as of May 9, 2012 shown on the cover page. The correct number of shares of common stock outstanding as of such date is 10,892,036, as indicated on the cover page of this Amendment No. 1.





Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.





Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. The Company has not taken into account any other events occurring after the filing of the Original Filing which might have affected any disclosures in the Original Filing, nor has the Company amended, modified, updated or otherwise changed any disclosures to reflect any subsequent events.











Item 6. Exhibits





31.1*
Certification of the Principal Executive Officer, John J. Quicke, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
Certification of the Principal Financial Officer, Mark. A. Zorko, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* Filed herewith.








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 hereunto duly authorized.





Steel Excel Inc.By:
/s/ John J. Quicke
Date: May 15, 2012John J. Quicke

Interim President and Chief Executive Officer