UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 2





ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended December 31, 2010

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: 000-29101





SEQUENOM, INC.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 77-0365889                          
|(State or other jurisdiction or incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3595 John Hopkins Court San Diego, California                  |  | 92121                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (858) 202-9000

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.001 par value

(Title of class)

The Nasdaq Stock Market, LLC

(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  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 |  |  ̈                                                |  | Accelerated filer               |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company filer |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common
Stock on June 30, 2010 as reported on The Nasdaq Global Market, was approximately $441.5 million. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 25, 2011, there were 98,972,231 shares of the registrants Common Stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE

Part III incorporates by reference information from the registrants definitive proxy
statement to be filed with the Securities and Exchange Commission (the Commission) in connection with the solicitation of proxies for the registrants annual meeting of stockholders to be held on June 15, 2011. Such definitive proxy
statement will be filed with the Commission no later than 120 days after December 31, 2010.









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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of Sequenom, Inc. for the
fiscal year ended December 31, 2010, originally filed with the Securities and Exchange Commission on March 8, 2011 (the Original Filing), as first amended on April 25, 2011. We are filing this Amendment solely to refile
Exhibit 23.1Consent of Independent Registered Public Accounting Firm and to amend Item 15 of Part IV of the Original Filing. In connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange
Commission, we are including with this Amendment new certifications by our principal executive and principal financial officers.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment.



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PART IV



|Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|-------- | -------------------------------------------

(a)(1) Financial Statements

The financial statements of Sequenom, Inc.
are included in the Original Filing.

(a)(2) Financial Statement Schedules

Schedule IIValuation and Qualifying Accounts. The other financial statement schedules have been omitted because they are either not
required, not applicable, or the information is otherwise included in the Original Filing.

(a)(3) Exhibits

The exhibits listed in the Original Filing are required by Item 601 of Regulation S-K. Each management contract or
compensatory plan or arrangement required to be filed as an exhibit has been identified. A list of the exhibits filed with this Amendment is provided below.



|              |  |                                                                                                                                          
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                  
|              | 
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                
|              | 
|31.1          |  | Certification of Principal Executive Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as
amended.
|              | 
|31.2          |  | Certification of Principal Financial Officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as
amended.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: May 17, 2011



SEQUENOM, INC.By:

/S/    HARRY F.
HIXSON, JR., PH.D.Harry F. Hixson, Jr., Ph.D.
Chief Executive Officer




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