UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





AMENDMENT
No. 1 TO

FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: September 30, 2009

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:
001-33816





HECKMANN CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-0287117                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

75080 Frank Sinatra Drive, Palm Desert, California 92211

(760) 341-3606

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)





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    ̈     No    ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer of a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | 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    ̈     No   x

The number of shares outstanding of the registrants common stock as of October 30, 2009 was 108,750,650.









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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q (the Amendment) amends the Quarterly Report on Form 10-Q of Heckmann Corporation, for the
quarterly period ended September 30, 2009, that we originally filed with the Securities and Exchange Commission (the SEC) on November 9, 2009 (the Original Filing). We are filing the Amendment in response to a
comment from the SEC for the purpose of adding exhibits A, B and C to Exhibit 10.38 of the Original Filing. Replacement Exhibit 10.38, which includes exhibits A, B and C thereto, is filed herewith.

This Amendment does not attempt to modify or update any other disclosures set forth in the Original Filing, speaks as of the date of the
Original Filing and does not update or discuss any other developments affecting us subsequent to the date of the Original Filing.



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PART IIOTHER INFORMATION

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

The following
exhibits are filed as part of, or incorporated by reference into, this Amendment No. 1 to Quarterly Report on Form 10-Q.



|               |  |                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                     
|10.38         |  | Agreement for Firm Disposal of Saltwater between Charis Partners LLC and Exco Production Company, L.P., dated September 3, 2008.
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                              
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                              



| | Certain Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has
been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



Date: January 6, 2010/S/    RICHARD J.
HECKMANNName:

Richard J. HeckmannTitle:

Chief Executive Officer (Principal Executive Officer)/S/    BRIAN R.
ANDERSONName:

Brian R. AndersonTitle:

Chief Financial Officer (Principal Financial Officer and Accounting
Officer)