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 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended March 31, 2008

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: 000-30975





TRANSGENOMIC, INC.

(Exact name of
registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 911789357                           
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|12325 Emmet Street, Omaha, Nebraska      |  | 68164     
|(Address of principal executive offices) |  | (Zip Code)

(402) 452-5400

(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 and (2) has been subject to such filing requirements for the past 90
days.    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 Securities Exchange Act of 1934. (Check one):

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

(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
Securities Exchange Act of 1934)    Yes   ̈    No  x

As of May 7, 2008, the number of shares of common stock outstanding was 49,189,672.









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EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 to its report on Form 10-Q for the period ended March 31, 2008 (the Original 10-Q) for the sole purpose of correcting the line item entitled
Accrued expenses and accrued compensation in the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 contained in the Original 10-Q. The dollar amount reported incorrectly in the
Original 10-Q was $6,275 and should have been reported as $627. The Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008, as amended, are set forth below. No other changes were made to the Original
10-Q.

TRANSGENOMIC, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)



|                                                                                                         |  |                             |        |   |      |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                         |  | Three Months EndedMarch 31, |       
|                                                                                                         |  | 2008                        |        |   | 2007 |  
|CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:                                                   |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                                        |  | $                           | 122    |   |      | $ | (1,196 | )
|Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                                            |  |                             | 197    |   |      |   | 342    |  
|Non-cash, stock based compensation                                                                       |  |                             | 65     |   |      |   | 21     |  
|(Gain) Loss on sale of investment and assets                                                             |  |                             | (3     | ) |      |   | (95    | )
|Changes in operating assets and liabilities:                                                             |  |                             |        |   |      |   |        |  
|Accounts receivable                                                                                      |  |                             | (1,259 | ) |      |   | 864    |  
|Inventories                                                                                              |  |                             | 287    |   |      |   | (478   | )
|Prepaid expenses and other current assets                                                                |  |                             | 222    |   |      |   | (205   | )
|Accounts payable                                                                                         |  |                             | (33    | ) |      |   | (45    | )
|Accrued expenses and accrued compensation                                                                |  |                             | 627    |   |      |   | 21     |  
|                                                                                                         |  |                             |        |   |      |   |        |  
|Net cash flows provided by (used in) operating activities                                                |  |                             | 225    |   |      |   | (771   | )
|                                                                                                         |  |                             |        |   |      |   |        |  
|CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:                                                   |  |                             |        |   |      |   |        |  
|Purchase of property and equipment                                                                       |  |                             | (43    | ) |      |   | (17    | )
|Change in other assets                                                                                   |  |                             | (42    | ) |      |   | (8     | )
|Proceeds from asset sales                                                                                |  |                             |       |   |      |   | 2,873  |  
|                                                                                                         |  |                             |        |   |      |   |        |  
|Net cash flows provided by (used in) investing activities                                                |  |                             | (85    | ) |      |   | 2,848  |  
|                                                                                                         |  |                             |        |   |      |   |        |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH                                                 |  |                             | (59    | ) |      |   | (33    | )
|                                                                                                         |  |                             |        |   |      |   |        |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                                                  |  |                             | 81     |   |      |   | 2,044  |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                           |  |                             | 5,723  |   |      |   | 5,868  |  
|                                                                                                         |  |                             |        |   |      |   |        |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                               |  | $                           | 5,804  |   |      | $ | 7,912  |  
|                                                                                                         |  |                             |        |   |      |   |        |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                                                       |  |                             |        |   |      |   |        |  
|Cash paid during the period for:                                                                         |  |                             |        |   |      |   |        |  
|Interest                                                                                                 |  | $                           |       |   |      | $ | 3      |  
|Income taxes, net                                                                                        |  |                             | 13     |   |      |   | 5      |  

See notes to unaudited condensed consolidated financial statements.



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



|(a) | Exhibits
|--- | --------



|    |  |                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrants Report on Form 10-Q (Registration No. 000-30975) filed
on November 14, 2005)
|    | 
|3.2 |  | Amended and Restated Bylaws of the Registrant (incorporated by reference to Registrants Report on Form 8-K (Registration No. 000-30975) filed on May 25, 2007)                                                 
|    | 
|4   |  | Form of Certificate of the Registrants Common Stock (incorporated by reference to Exhibit 4 to Registration Statement on Form S-1 (Registration No. 333-32174) filed on
March 10, 2000)                        
|    | 
|31  |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                       
|    | 
|32  |  | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                       



|* | Filed herewith
|- | --------------



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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.



|                  |  |                    |  |                                      
|----------------- |  | ------------------ |  | -------------------------------------
|                  |  | TRANSGENOMIC, INC.
|                  |  |                   
|Date: May 9, 2008 |  | By:                |  | /s/ CRAIG J. TUTTLE                  
|                  |  |                    |  | Craig J. Tuttle                      
|                  |  |                    |  | President and Chief Executive Officer



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