UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q/A

Amendment No. 1







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|- |  | ---------------------------------------------------------------------------------------
|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

Commission File Number: 001-33151





HANSEN
MEDICAL, INC.

(Exact name of registrant as specified in its charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 14-1850535                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

800 East Middlefield Road, Mountain View, CA 94043

(Address of Principal
Executive Offices)

(650) 404-5800

(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 þ    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  ̈    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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



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|-------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈                                            |  | Accelerated filer þ        
|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 þ

The number of shares outstanding of the registrants common stock as of
April 29, 2011 was 54,547,487.









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EXPLANATORY NOTE

Hansen Medical, Inc. (the Company) filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 with the
Securities and Exchange Commission on May 10, 2011. This Form 10-Q/A Amendment No. 1 is being filed to amend the aforementioned Quarterly Report on Form 10-Q to include in Part I, Item 4 the conclusion of the Companys principal
executive officer and principal financial officer that the Companys disclosure controls and procedures were effective as of March 31, 2011.

This Form 10-Q/A has not been updated other than for the change to Part I, Item 4 indicated above. No other items included in the original Form 10-Q have been amended, and such items remain in effect
as of the filing date of the original Form 10-Q. This Form 10-Q/A does not purport to provide an update or a discussion of any developments at the Company subsequent to the original filing.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed herewith as exhibits to this Amendment.



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PART I  FINANCIAL INFORMATION



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation
of Disclosure Controls and Procedures

Our senior management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15e and 15d-15e under the Securities Exchange Act of 1934 (the Exchange Act)) designed to ensure that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal
executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on our managements evaluation (with the
participation of our principal executive officer and principal financial officer), as of March 31, 2011, the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our
disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.

Changes in Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, evaluated our internal control over
financial reporting as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during the first quarter of 2011 that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are
reasonably likely to materially affect our internal control over financial reporting.

Limitations of the Effectiveness of Controls

We are committed to continuing to improve our internal control processes and will continue to diligently review our
financial reporting controls and procedures in order to ensure compliance with the requirements of the Sarbanes-Oxley Act and the related rules promulgated by the Securities and Exchange Commission. However, because of the inherent limitations in
all control systems, any control system, regardless of how well designed, operated and evaluated, can provide only reasonable, not absolute, assurance that the control objectives will be met. The design of any system of controls is based, in part,
on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of
changes in conditions or deterioration in the degree of compliance with policies or procedures.



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PART II  OTHER INFORMATION



|ITEM 6: | EXHIBITS
|------- | --------

The following documents are
filed as exhibits to this report:



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|----- |  | -------------------------------------------------------------------------------------------------------
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|31.2  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      | 
|32.1* |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      | 
|32.2* |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|* | The certifications attached hereto as Exhibits 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q/A are not deemed filed with the Securities and Exchange
Commission and are not to be incorporated by reference into any filing of Hansen Medical, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Form 10-Q/A), irrespective of any general
incorporation language contained in such filing.
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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.



|                    |  |  |  |     |  |                     |  |                                                                                           
|------------------- |  |  |  | --- |  | ------------------- |  | ------------------------------------------------------------------------------------------
|Dated: June 1, 2011 |  |  |  | By: |  | /S/ BRUCE J BARCLAY
|                    |  |  |  |     |  |                     |  | Bruce J Barclay Chief
Executive Officer (Principal Executive Officer)                     
|                    |  |  | 
|Dated: June 1, 2011 |  |  |  | By: |  | /S/ PETER OSBORNE  
|                    |  |  |  |     |  |                     |  | Peter Osborne Interim Chief
Financial Officer (Principal Financial and Accounting Officer)



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