##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
      Form 10-K/A
 Amendment No. 1
  ANNUAL REPORT
 PURSUANT TO SECTION 13 OR
    15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-50767
      CRITICAL THERAPEUTICS,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

04-3523569(State or Other Jurisdiction
    of
    Incorporation or Organization)

(IRS Employer
    Identification No.)60 Westview Street, Lexington,
    Massachusetts(Address of Principal
    Executive Offices)

02421(Zip Code)   Registrants telephone number, including area code:
 (781) 402-5700
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    Company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K
  Rule 13a-14(a).




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SIGNATURES
    CRITICAL THERAPEUTICS, INC.
  By:
    /s/  Trevor
    Phillips




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EXHIBIT INDEX
  Exhibit No.

Description3
.1

Amended and Restated Certificate of Incorporation of the
    Registrant (Incorporated by reference to Exhibit 3.1 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2004 (SEC File No. 000-50767)).3
.2

Third Amended and Restated Bylaws of the Registrant dated
    October 4, 2007 (Incorporated by reference to Exhibit 3.1 to the
    Registrants Current Report on Form 8-K dated October 4,
    2007 (SEC File No. 000-50767)).10
.1*

2000 Equity Incentive Plan, as amended, of the Registrant
    (Incorporated by reference to Exhibit 10.1 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.2*

2003 Stock Incentive Plan, as amended, of the Registrant
    (Incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.3*

2004 Stock Incentive Plan of the Registrant (Incorporated by
    reference to Exhibit 10.3 to the Registrants Registration
    Statement on Form S-1 (SEC File No. 333-113727)).10
.4*

Amendment No. 1 to the 2004 Stock Incentive Plan of the
    Registrant (Incorporated by reference to Exhibit 10.4 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2005 (SEC File No. 000-50767)).10
.5*

2006 Employee Stock Purchase Plan (Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on Form 8-K
    dated April 27, 2006 (SEC File No. 000-50767)).10
.6

Amended and Restated Investor Rights Agreement by and among the
    Registrant and the Investors named therein dated as of October
    3, 2003 (Incorporated by reference to Exhibit 10.4 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.7+

License Agreement between the Registrant and The Feinstein
    Institute For Medical Research (formerly known as The North
    Shore-Long Island Jewish Research Institute) dated July 1, 2001,
    as amended by the First Amendment Agreement dated May 15, 2003
    (Incorporated by reference to Exhibit 10.5 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.8+

Sponsored Research and License Agreement between the Registrant
    and The Feinstein Institute for Medical Research (formerly known
    as The North Shore-Long Island Jewish Research Institute) dated
    July 1, 2001, as amended by the First Amendment Agreement dated
    July 1, 2003 (Incorporated by reference to Exhibit 10.6 to the
    Registrants Registration Statement on
    Form S-1 (SEC
    File No. 333-113727)).10
.9+

Sponsored Research and License Agreement between the Registrant
    and The Feinstein Institute for Medical Research (formerly known
    as The North Shore-Long Island Jewish Research Institute) dated
    January 1, 2003 (Incorporated by reference to Exhibit 10.7 to
    the Registrants Registration Statement on Form S-1 (SEC
    File No. 333-113727)).10
.10+

Amendment No. 2, dated January 8, 2007, to Sponsored Research
    and License Agreement between the Registrant and The Feinstein
    Institute For Medical Research (formerly known as The North
    Shore-Long Island Jewish Research Institute) dated January 1,
    2003 (Incorporated by reference to Exhibit 10.8 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2006 (SEC File No. 000-50767)).10
.11+

Amendment No. 3, dated June 29, 2007, to Sponsored Research and
    License Agreement effective January 1, 2003, between the
    Registrant and The Feinstein Institute for Medical Research.
    (Incorporated by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2007 (SEC File No. 000-50767)).10
.12+

Exclusive License and Collaboration Agreement between the
    Registrant and MedImmune, Inc. dated July 30, 2003 (Incorporated
    by reference to Exhibit 10.8 to the Registrants
    Registration Statement on Form S-1 (SEC File No. 333-113727)).10
.13

Amendment No. 1, dated December 7, 2005, to the
    Registrants Exclusive License and Collaboration Agreement
    with MedImmune, Inc. dated July 30, 2003 (Incorporated by
    reference to Exhibit 10.50 to the Registrants Annual
    Report on Form 10-K for the year ended December 31, 2005 (SEC
    File No. 000-50767)).10
.14+

License Agreement between the Registrant and Abbott Laboratories
    dated December 18, 2003 (Incorporated by reference to Exhibit
    10.10 to the Registrants Registration Statement on
    Form S-1 (SEC
    File No. 333-113727)).




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Exhibit No.

Description10
.15

Amendment No. 1, dated April 13, 2005, to License Agreement
    between the Registrant and Abbott Laboratories dated December
    18, 2003 (Incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2006 (SEC File No. 000-50767)).10
.16+

License Agreement between the Registrant and Abbott Laboratories
    dated March 19, 2004 (Incorporated by reference to Exhibit 10.11
    to the Registrants Registration Statement on
    Form S-1 (SEC
    File No. 333-113727)).10
.17

Amendment No. 1, dated September 15, 2004, to License Agreement
    between the Registrant and Abbott Laboratories dated March 19,
    2004 (Incorporated by reference to Exhibit 10.16 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2006 (SEC File No. 000-50767)).10
.18+

Agreement between the Registrant and Jagotec AG dated December
    3, 2003 (Incorporated by reference to Exhibit 10.13 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.19+

Development and Scale-Up Agreement between the Registrant and
    Jagotec AG dated May 6, 2004 (Incorporated by reference to
    Exhibit 10.25 to the Registrants Registration Statement on
    Form S-1 (SEC File No. 333-113727)).10
.20++

Manufacturing and Supply Agreement dated as of August 20, 2007
    by and among the Registrant, Jagotec AG and SkyePharma PLC
    (Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2007 (SEC File No. 000-50767)).10
.21+

License and Supply Agreement, dated May 16, 2007, by and between
    CyDex, Inc. and the Registrant (Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on Form
    10-Q for the quarter ended June 30, 2007 (SEC File No.
    000-50767)).10
.22+

Agreement for Manufacturing and Supply of ZILEUTON by and
    between Rhodia Pharma Solutions Ltd. and the Registrant dated
    February 8, 2005 (Incorporated by Reference to Exhibit 10.25 to
    the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2004 (SEC File No. 000-50767)).10
.23+

Amendment No. 1, dated May 9, 2007, to Agreement for
    Manufacturing and Supply of Zileuton effective February 8, 2005,
    by and between Shasun Pharma Solutions Limited and the
    Registrant (Incorporated by reference to Exhibit 10.4 to the
    Registrants Quarterly Report on Form 10-Q for the period
    ended March 31, 2007, as filed with the SEC on May 10, 2007 (SEC
    File No. 000-50767)).10
.24

Loan and Security Agreement dated June 28, 2002, as modified by
    the Loan Modification Agreement dated as of December 11, 2002,
    the Second Loan Modification Agreement dated as of April 10,
    2003, and the Third Loan Modification Agreement dated as of June
    30, 2004 (Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended June 30, 2004 (SEC File No. 000-50767)).10
.25

The Fourth Loan Modification Agreement dated as of January 6,
    2006 to the Loan and Security Agreement by and between the
    Registrant and Silicon Valley Bank dated June 28, 2002
    (Incorporated by reference to Exhibit 10.24 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2005 (SEC File No. 000-50767)).10
.26+

Feasibility Study Agreement between Baxter Healthcare
    Corporation and the Registrant effective June 9, 2004
    (Incorporated by Reference to Exhibit 10.25 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2004 (SEC File No. 000-50767)).10
.27*

Form of Incentive Stock Option Agreement granted under 2004
    Stock Incentive Plan (Incorporated by Reference to Exhibit 10.25
    to the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2004 (SEC File No. 000-50767)).10
.28*

Form of Nonstatutory Stock Option Agreement granted under 2004
    Stock Incentive Plan (Incorporated by Reference to Exhibit 10.25
    to the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2004 (SEC File No. 000-50767)).10
.29*

Form of Restricted Stock Agreement granted under 2004 Stock
    Incentive Plan, as amended (Incorporated by Reference to Exhibit
    99.1 to the Registrants Current Report on Form 8-K dated
    December 26, 2006 (SEC File No. 000-50767)).10
.30*

Form of Nonstatutory Stock Option Agreement for a Non-Employee
    Director granted under the 2004 Stock Incentive Plan
    (Incorporated by Reference to Exhibit 10.25 to the
    Registrants Annual Report on Form 10-K for the year ended
    December 31, 2004 (SEC File No. 000-50767)).




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Exhibit No.

Description10
.31*

Employment Agreement, dated August 21, 2007 by and between the
    Registrant and Thomas P. Kelly (Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on Form 8-K
    dated August 20, 2007 (SEC File No. 000-50767)).10
.32*

Amended and Restated Employment Agreement dated November 5, 2007
    by and between the Registrant and Jeffrey E. Young (Incorporated
    by reference to Exhibit 10.7 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2007
    (SEC File No. 000-50767)).10
.33*

Amended and Restated Employment Agreement dated November 6, 2007
    by and between the Registrant and Trevor Phillips, Ph.D.
    (Incorporated by reference to Exhibit 10.5 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2007 (SEC File No. 000-50767)).10
.34*

Amended and Restated Employment Agreement dated November 6, 2007
    by and between the Registrant and Frank E. Thomas (Incorporated
    by reference to Exhibit 10.4 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2007
    (SEC File No. 000-50767)).10
.35*

Amended and Restated Employment Agreement dated November 6, 2007
    by and between the Registrant and Scott B. Townsend
    (Incorporated by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended September 30, 2007 (SEC File No. 000-50767)).10
.36+

License Agreement between the Registrant and Beckman Coulter,
    Inc. dated January 10, 2005 (Incorporated by Reference to
    Exhibit 10.1 to the Registrants Quarterly Report on Form
    10-Q for the quarter ended March 31, 2004 (SEC File No.
    000-50767)).10
.37

Warrant Agreement between the Registrant and Mellon Investor
    Services LLC as Warrant Agent, dated June 20, 2005 (Incorporated
    by reference to Exhibit 99.1 to the Registrants Current
    Report on Form 8-K filed on June 23, 2005 (SEC File No.
    000-50767)).10
.38

Form of Warrant (Included in Exhibit 10.37).10
.39

Form of Securities Purchase Agreement between the Registrant and
    certain Purchasers, dated June 6, 2005 (Incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on Form 8-K filed on June 7, 2005 (SEC File No.
    000-50767)).10
.40

Warrant Agreement dated October 31, 2006 by and between the
    Registrant and Mellon Investor Services (Incorporated by
    reference to Exhibit 10.2 to the Registrants Quarterly
    Report on Form 10-Q for the period ended September 30, 2006 (SEC
    File No. 000-50767)).10
.41+

Manufacturing Services Agreement between Patheon Pharmaceuticals
    Inc. and the Registrant dated May 9, 2007 (Incorporated by
    reference to Exhibit 10.5 to the Registrants Quarterly
    Report on Form 10-Q for the period ended March 31, 2007, as
    filed with the SEC on May 10, 2007 (SEC File No.
    000-50767)).10
.42++

First Amendment dated November 5, 2007 to the Manufacturing
    Services Agreement by and between Patheon Pharmaceuticals Inc.
    and the Registrant dated May 9, 2007 (Incorporated by reference
    to Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q for the quarter ended September 30, 2007 (SEC File No.
    000-50767)).10
.43*

Critical Therapeutics, Inc. Non-Employee Director Compensation
    and Reimbursement Policy (Incorporated by reference to Exhibit
    10.38 to the Registrants Annual Report on Form 10-K for
    the year ended December 31, 2006 (SEC File No. 000-50767)).10
.44+

Exclusive License Agreement, dated as of January 29, 2007,
    between the Registrant and Innovative Metabolics, Inc.
    (Incorporated by reference to Exhibit 99.1 to the
    Registrants Current Report on Form 8-K dated January 29,
    2007 (SEC File No. 000-50767)).10
.45+

First Amendment, dated June 29, 2007, to Exclusive License
    Agreement effective January 29, 2007, by and between the
    Registrant and Innovative Metabolics, Inc. (Incorporated by
    reference to Exhibit 10.6 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2007
    (SEC File No. 000-50767)).10
.46+

Co-Promotion and Marketing Services Agreement by and between the
    Registrant and Dey, L.P. dated March 13, 2007 (Incorporated by
    reference to Exhibit 10.2 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended March 31, 2007 (SEC
    File No. 000-50767)).10
.47+

Amendment No. 1, dated June 25, 2007, to Co-Promotion and
    Marketing Services Agreement, effective March 13, 2007, by and
    between the Registrant and Dey, L.P. (Incorporated by reference
    to Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2007 (SEC File No.
    000-50767)).




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Exhibit No.

Description10
.48+

FFIS Co-Promotion Agreement, dated June 25, 2007, by and between
    Dey, L.P. and the Registrant (Incorporated by reference to
    Exhibit 10.3 to the Registrants Quarterly Report on Form
    10-Q for the quarter ended June 30, 2007 (SEC File No.
    000-50767)).10
.49

Sublease by and between Microbia Precision Engineering, Inc. and
    the Registrant dated as of January 16, 2008. (Incorporated by
    reference to Exhibit 99.1 to the Registrants Current
    Report on Form 8-K dated January 16, 2008 (SEC File No.
    000-50767)).10
.50

Agreement for Termination of Lease and Voluntary Surrender of
    Premises by and between ARE  60 WESTVIEW, LLC and
    Registrant dated as of January 16, 2008 (Incorporated by
    reference to Exhibit 99.2 to the Registrants Current
    Report on Form 8-K dated January 16, 2008 (SEC File No.
    000-50767)).10
.51

Lease Agreement between ARE  60 Westview Street,
    LLC and the Registrant dated as of November 18, 2003
    (Incorporated by reference to Exhibit 10.21 to the
    Registrants Registration Statement on Form S-1 (SEC File
    No. 333-113727)).10
.52*

Critical Therapeutics, Inc. 2008 Company Goals (Incorporated by
    reference to the Registrants Current Report on Form 8-K
    dated February 20, 2008 (SEC File No. 000-50767)).10
.53*#

Critical Therapeutics, Inc. 2007 Cash Bonuses for Executive
    Officers.10
.54*#

Critical Therapeutics, Inc. 2008 Salaries for Executive Officers.10
.55*#

Critical Therapeutics, Inc. Annual Target Cash Bonuses for
    Executive Officers.21
.1#

Subsidiaries of the Registrant.23
.1#

Consent of Deloitte & Touche LLP.31
.1#

Certification of Principal Executive Officer pursuant to Rule
    13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.31
.2#

Certification of Principal Financial Officer pursuant to Rule
    13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.31
.3##

Certification of Principal Executive Officer pursuant to Rule
    13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.31
.4##

Certification of Principal Financial Officer pursuant to Rule
    13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.32
.1#

Certification of Principal Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.32
.2#

Certification of Principal Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensation plan or arrangement.+
    
    Confidential treatment granted as to certain portions, which
    portions have been omitted and separately filed with the
    Securities and Exchange Commission.++
    
    Confidential treatment requested as to certain portions, which
    portions have been omitted and filed separately with the
    Securities and Exchange Commission.#
    
    Filed with the Annual Report on
    Form 10-K
    as originally filed with the Securities and Exchange Commission
    on March 28, 2008.##
    
    Filed with this Amendment No. 1 on
    Form 10-K/A.