UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/AAMENDMENT 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 July 31, 2005

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 No.
0-24015

STEELCLOUD, INC(Exact name of registrant as specified in its charter)

|VIRGINIA                                                       | 54-1890464                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|14040 Park Center Road, Herndon, VA      | 20171     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip code)

(703) 674-5500(Registrant's
telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).

Yes [_]     No
[X]

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes [_]     No
[X]

As of September 1, 2005
there were 14,021,862 shares of the registrants common stock outstanding.

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EXPLANATORY NOTE

The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q
for the fiscal quarter ended July 31, 2005 ("Amendment"), as originally filed
with the Securities and Exchange Commission on September 13, 2005, for the sole
purpose of revising the cover page hereto to reflect that the Company is not a
"shell company" as is required by the Securities and Exchange Commission's
recently enacted rules and rule amendments. This Amendment No. 1 on Form 10-Q/A
does not change the previously reported financial statements or any of the other
disclosure contained in the original Form 10-Q. Item 6 is also being amended to
add new certifications in accordance with Rule 13a-14(a) of the Exchange Act
required due to this Amendment.

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ITEM 6.  EXHIBITS

(a) List of Exhibits

| | Exhibit 31.1 | Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.*
| | ------------ | -----------------------------------------------------------------------------------------------------

| | Exhibit 31.2 | Certification
of President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
| | ------------ | --------------------------------------------------------------------------------------

| | Exhibit 31.3 | Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.*
| | ------------ | -----------------------------------------------------------------------------------------------------

| | Exhibit 31.4 | Certification of Chief Executive Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934 +
| | ------------ | ---------------------------------------------------------------------------------------------------------------

| | Exhibit 31.5 | Certification of President pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934 +
| | ------------ | -------------------------------------------------------------------------------------------------

| | Exhibit 31.6 | Certification of Chief Financial Officer, pursuant
to Rule 13a-14(a) under the Securities Exchange Act of 1934 +
| | ------------ | ----------------------------------------------------------------------------------------------------------------

| | Exhibit 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.*
| | ------------ | --------------------------------------------------------------------------------------------------------------------------

| | Exhibit 32.2 | Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.*
| | ------------ | --------------------------------------------------------------------------------------------------------------------------

| | Exhibit 32.3 | Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.*
| | ------------ | --------------------------------------------------------------------------------------------------------------------------

|*  Previously filed.+  Filed herewith.
|--------------------------------------

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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.

|October 21, 2005 |                                                                            | STEELCLOUD, INC.
|---------------- | -------------------------------------------------------------------------- | ----------------
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|                 | By: /s/ Thomas P. DunneName: Thomas P. DunneTitle: Chief Executive Officer
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|                 | By: /s/ Brian HajostName: Brian HajostTitle: President                    
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|                 | By: /s/ Kevin MurphyName: Kevin MurphyTitle: Chief Financial Officer      

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