UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(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 March 31, 2011

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: 001-33827





BG MEDICINE, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3506204                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|610 Lincoln Street North Waltham, Massachusetts                |  | 02451                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (781) 890-1199





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 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 the 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         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  [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

As of April 30, 2011, the registrant had 19,198,554 shares of common stock outstanding.









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EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (the Original
Report) filed by BG Medicine, Inc. with the Securities and Exchange Commission on May 12, 2011. This Amendment is being filed solely for the purpose of amending Exhibit 10.1 under Item 6 of Part II of the Original Report.

Except as described above, no other changes have been made to the Original Report and this Amendment does not modify or update disclosures in the
Original Report and does not reflect subsequent events occurring after date of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, which continues to speak as of the date of the Original Report.



|Item 6. | EXHIBITS
|------- | --------

(a) Exhibits



|               |  |                                                                                                                                        |  |                     |  |                                                        |  |            |  |                      
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | ------------------------------------------------------ |  | ---------- |  | ---------------------
|Exhibit
Number |  | Exhibit Description                                                                                                                    |  | FiledwiththisReport |  | Incorporated by
Reference herein from Form or
Schedule |  | FilingDate |  | SEC File/
Reg. Number
|               |  |                                                                                                                                        |  |                     | 
|3.1            |  | Restated Certificate of Incorporation of the Registrant                                                                                |  |                     |  | Form 8-K(Exhibit 3.1)                                  |  | 2/11/11    |  | 001-33827            
|               |  |                                                                                                                                        |  |                     | 
|3.2            |  | Restated Bylaws of the Registrant                                                                                                      |  |                     |  | Form 8-K(Exhibit 3.2)                                  |  | 2/11/11    |  | 001-33827            
|               |  |                                                                                                                                        |  |                     | 
|10.1 +         |  | Supply Agreement by and between the Registrant and Health Diagnostic Laboratory, Inc., dated as of March 15, 2011                      |  | X                   |  |                                                        |  |            |  |                      
|               |  |                                                                                                                                        |  |                     | 
|31.1           |  | Certification of the Companys Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                   |  | X                   |  |                                                        |  |            |  |                      
|               |  |                                                                                                                                        |  |                     | 
|31.2           |  | Certification of the Companys Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                   |  | X                   |  |                                                        |  |            |  |                      
|               |  |                                                                                                                                        |  |                     | 
|32*            |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |                     |  |                                                        |  |            |  |                      



|(+) | Confidential treatment has been requested for portions of this exhibit which have been filed separately with the Securities and Exchange Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(*) | Previously filed with our Quarterly Report on Form 10-Q on May 12, 2011 which this Form 10-Q/A amends.
|--- | ------------------------------------------------------------------------------------------------------



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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.



|                      |  |                   |  |                                                                
|--------------------- |  | ----------------- |  | ---------------------------------------------------------------
|                      |  | BG MEDICINE, INC.
|                      |  |                  
|Date: October 4, 2011 |  | By:               |  | /s/ Pieter Muntendam, M.D.                                     
|                      |  |                   |  | Pieter Muntendam, M.D.                                         
|                      |  |                   |  | President and Chief Executive Officer                          
|                      |  |                  
|Date: October 4, 2011 |  | By:               |  | /s/ Michael W. Rogers                                          
|                      |  |                   |  | Michael W. Rogers                                              
|                      |  |                   |  | Executive Vice President, Chief Financial Officer and Treasurer