UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
  
 
 FORM 10-Q/A
 Amendment No. 1
 
 
 
 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.
 
  ̈

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: 001-33749
 
 
 RETAIL OPPORTUNITY INVESTMENTS CORP.
 (Exact name of registrant as specified in its charter)
 
 
 
 Delaware

26-0500600(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)
 
 3 Manhattanville Road
 Purchase, New York  10577
 (Address of principal executive office) (zip code)
 
 (914) 272-8067
 (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 (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   x.
 
 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.
 
 Large accelerated filer o

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

Smaller reporting company o
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    ̈    No  x .
 
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
 The number of shares of the issuer’s common stock, $0.0001 par value, outstanding as of December 16, 2009 was 41,519,675(1).
 (1)
See Explanatory Note
 
 
  Explanatory Note
 
 This Amendment No. 1 on Form 10-Q/A amends the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the U.S. Securities and Exchange Commission on November 6, 2009. This amendment revises the number of issued and outstanding common stock on the cover page on the originally filed Form 10-Q to exclude
8,000,000 warrants held by NRDC Capital Management, LLC, the underlying common stock of which is not currently outstanding.
  This Amendment does not affect the original financial statements or footnotes as originally filed. This amendment does not reflect events occurring after the original filing of the Form 10-Q, and does not modify or update the disclosures therein in any way other then as required to reflect the amendment as described above. Accordingly,
this Form 10-Q/A should be read in conjunction with the other filings made with the Securities and Exchange Commission subsequent to the filing of the original Quarterly Report on Form 10-Q, including any amendments to those filings.
  
 
 PART II – OTHER INFORMATION
 
 Item 6.      Exhibits
 
 Exhibit No.

Description
 
 31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
  
  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: December 16, 2009                                    RETAIL OPPORTUNITY INVESTMENTS CORP.
   By:
/s/ STUART A. TANZ
 Stuart A. Tanz
 Chief Executive Officer
   By:
/s/ JOHN B. ROCHE
 John B. Roche
 Chief Financial Officer