UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark one)

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

For the quarterly period ended October 31, 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 1-32215





Jackson Hewitt Tax Service Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-0779692                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

3 Sylvan Way

Parsippany, New Jersey 07054

(Address of principal executive offices including zip code)

(973) 630-1040

(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 (§ 229.405 of this chapter) during the preceeding 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 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   |  |  ̈ |  | 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 was 28,769,115 (net of 10,739,447 shares held in treasury) as of November 30,
2009.









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EXPLANATORY NOTE

This Amendment No. 1 (the Amendment) to the Quarterly Report on Form 10-Q of Jackson Hewitt Tax Service Inc. (the Company)
for the period ended October 31, 2009, initially filed on December 12, 2009 (the Initial Filing), is being filed with the Securities and Exchange Commission (the Commission) for the sole purpose of amending, in
response to comments of the Commission, Exhibits 10.1 and 10.2 to the Initial Filing in order to disclose certain information for which the Company previously requested confidential treatment. Exhibits 10.1 and 10.2 hereto supersede in their
entirety Exhibits 10.1 and 10.2 to the Initial Filing. Except as described herein, this Amendment does not revise, update or in any way affect any disclosure contained in the Initial Filing and does not reflect events that may have occurred
subsequent to the original filing date. This Amendment should be read in conjunction with our other filings with the Commission made subsequent to Initial Filing.



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

Exhibits: We have filed
the following exhibits in connection with this report:



|      |  |                                                                                                                                                                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1* |  | Second Amended and Restated Marketing Agreement, dated November 16, 2009, between Jackson Hewitt Inc. and Metabank d/b/a Meta Payment Systems, filed herewith.                                                                                                                                                         
|      | 
|10.2* |  | First Addendum to Second Amended and Restated Marketing Agreement, dated November 16, 2009, between Jackson Hewitt Inc. and Metabank d/b/a Meta Payment Systems, filed
herewith.                                                                                                                                       
|      | 
|10.3* |  | Amendment No. 1 to Amended and Restated Program Agreement, dated November 23, 2009, between Jackson Hewitt Inc. and Santa Barbara Bank & Trust, a division of Pacific Capital
Bank, N.A., filed with the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2009.                               
|      | 
|10.4* |  | Amendment No. 1 to Amended and Restated Technology Services Agreement, dated November 23, 2009, between Jackson Hewitt Technology Services LLC and Santa Barbara Bank & Trust, a
division of Pacific Capital Bank, N.A., filed with the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2009.
|      | 
|10.5* |  | Second Amendment to Program Agreement, dated November 23, 2009, between Jackson Hewitt Inc. and Republic Bank & Trust Company., filed with the Companys Quarterly Report on
Form 10-Q for the quarter ended October 31, 2009.                                                                                         
|      | 
|10.6* |  | Second Amendment to Technology Services Agreement, dated November 23, 2009, between Jackson Hewitt Technology Services LLC and Republic Bank & Trust Company., filed with the
Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2009.                                                          
|      | 
|31.1  |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                                                                                    
|      | 
|31.2  |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                                                                                    
|      | 
|32.1  |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002., filed with the Companys Quarterly Report on Form 10-Q for the quarter
ended October 31, 2009.                                                                                                                    
|      | 
|32.2  |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002., filed with the Companys Quarterly Report on Form 10-Q for the quarter
ended October 31, 2009.                                                                                                                    



|* | Confidential treatment has been requested for the redacted portions of this agreement. A complete copy of the agreement, including the redacted portions, has been filed
separately with the Securities and Exchange Commission.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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, on August 3, 2010.



JACKSON HEWITT TAX SERVICE INC.By:

/S/    DANIEL P.
OBRIENDaniel P. OBrienExecutive Vice President and Chief Financial Officer