UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2011,

or



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

Commission File Number: 001-34277





LOGO

(Exact name of registrant as specified in its charter)







|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Pennsylvania                                   |  | 25-1445946                          
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification Number)
|                                               | 
|112 Market Street, Harrisburg, Pennsylvania    |  | 17101                               
|(Address of principal executive office)        |  | (Zip Code)                          

(717)
231-2700

(Registrants telephone number, including area code)





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



|                           |  |                                     
|-------------------------- |  | ------------------------------------
|Title of each class        |  | Name of exchange on which registered
|Common Stock, No Par Value |  | The NASDAQ Stock Market, LLC        

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





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 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, 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 Act).    Yes   ̈    No  x







APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 11,993,501 as of April 29, 2011.



---

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (Amendment No. 1) is being filed to amend Tower Bancorp, Inc.s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2011, previously filed with the Securities and Exchange Commission on May 10, 2011 (the Initial Filing).

This
Amendment No. 1 is being filed for the sole purpose of correcting in Exhibits 32.1 and 32.2, Certification Pursuant to 18 U.S.C. Section 1350 as Added by Section 906 of the Sarbanes-Oxley Act of 2002, the period to which
the Quarterly Report on Form 10-Q referenced therein relates and, with respect to Exhibit 32.2 only, the name and title of the certifying officer. No other changes have been made to the Initial Filing and this Amendment No. 1 does not reflect
events that have occurred subsequent to the Initial Filing.

PART II  OTHER INFORMATION



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



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitsNo. |  | Exhibits Title                                                                                                                                                                                                                                                  
|            | 
|3.1         |  | Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on September 24,
2009)                                                                                                
|            | 
|3.2         |  | Amended and Restated Bylaws of Tower Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on July 27, 2010)                                                                                                 
|            | 
|4.1         |  | Form of Subordinated Note due July 1, 2014 (Incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on June 12, 2009)                                                                                                         
|            | 
|4.2         |  | Form of Subordinated Note Due July 1, 2015 (Incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on February 8, 2010)                                                                                                      
|            | 
|31.1        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a) (Incorporated by reference to Exhibit 31.1
to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)       
|            | 
|31.2        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a) (Incorporated by reference to Exhibit 31.2
to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)       
|            | 
|31.3        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a)                                                                                                                       
|            | 
|31.4        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a)                                                                                                                       
|            | 
|32.1        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed) (Incorporated by reference to
Exhibit 32.1 to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)
|            | 
|32.2        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed) (Incorporated by reference to
Exhibit 32.2 to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)
|            | 
|32.3        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed)                                                                                                                
|            | 
|32.4        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed)                                                                                                                



---

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.



|      |  |              |  |  |  |                              
|----- |  | ------------ |  |  |  | -----------------------------
|      |  |              |  |  |  | TOWER BANCORP, INC.          
|      |  |              |  |  |  | (Registrant)                 
|      |  |              | 
|Date: |  | May 11, 2011 |  |  |  | /S/    ANDREW S.
SAMUEL      
|      |  |              |  |  |  | Andrew S. Samuel             
|      |  |              |  |  |  | Chief Executive Officer      
|      |  |              |  |  |  | (Principal Executive Officer)
|      |  |              | 
|Date: |  | May 11, 2011 |  |  |  | /S/    Mark S.
Merrill       
|      |  |              |  |  |  | Mark S. Merrill              
|      |  |              |  |  |  | Chief Financial Officer      
|      |  |              |  |  |  | (Principal Financial Officer)



---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitsNo. |  | Exhibits Title                                                                                                                                                                                                                                                  
|            | 
|3.1         |  | Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on September 24,
2009)                                                                                                
|            | 
|3.2         |  | Amended and Restated Bylaws of Tower Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Registrants Current Report on Form 8-K filed on July 27, 2010)                                                                                                 
|            | 
|4.1         |  | Form of Subordinated Note due July 1, 2014 (Incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on June 12, 2009)                                                                                                         
|            | 
|4.2         |  | Form of Subordinated Note Due July 1, 2015 (Incorporated by reference to Exhibit 4.1 to Registrants Current Report on Form 8-K filed on February 8, 2010)                                                                                                      
|            | 
|31.1        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a) (Incorporated by reference to Exhibit 31.1
to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)       
|            | 
|31.2        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a) (Incorporated by reference to Exhibit 31.2
to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)       
|            | 
|31.3        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a)                                                                                                                       
|            | 
|31.4        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a)                                                                                                                       
|            | 
|32.1        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed) (Incorporated by reference to
Exhibit 32.1 to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)
|            | 
|32.2        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed) (Incorporated by reference to
Exhibit 32.2 to Registrants Quarterly Report on Form 10-Q filed on May 10, 2011)
|            | 
|32.3        |  | Certification of Chief Executive Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed)                                                                                                                
|            | 
|32.4        |  | Certification of Chief Financial Officer of Tower Bancorp, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed)