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 1934For the quarterly period ended September 30, 2009oro
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:  0-24635








HYPERTENSION DIAGNOSTICS, INC.


(Exact name of small business issuer as specified in its charter)








MINNESOTA

(State of incorporation)

41-1618036

(I.R.S. Employer Identification No.)








2915 WATERS ROAD, SUITE 108


EAGAN, MINNESOTA 55121-3528


(651) 687-9999


(Address of issuer’s principal executive offices and telephone number)








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 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 Non-accelerated filer 

Smaller reporting company 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





The number of shares of Common Stock outstanding as of November 6, 2009 was 41,227,664.









1


EXPLANATORY NOTE





Hypertension Diagnostics, Inc. (the company) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on March 25, 2010, solely to correct an error on the certifications contained in Exhibit 31.1. Pursuant to Item 601(b)(31) of Regulation S-X, the certifications did not contain the required introductory language in paragraph 4 of the certification that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company and also did not include paragraph 4(b) which refers to the design of the company’s internal control over financial reporting.





The certifications of this Form 10-Q/A correctly include the required introductory language in paragraph 4 of the certification that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company and now includes the language as prescribed in paragraph 4(b) which refers to the design of the company’s internal control over financial reporting.  This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.


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PART II. OTHER INFORMATION





Item 6. Exhibits





Exhibit No.                   Description of Exhibits Filed with this Statement





31(1)               Certification Pursuant to Rule 601(b)(31) of Regulation S-X – Mark N. Schwartz





31(2)               Certification Pursuant to Rule 601(b)(31) of Regulation S-X – Mark P. O’Neill

















3
        SIGNATURES
 
 
 In accordance with the requirements of the Exchange Act, the Registrant has caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 HYPERTENSION DIAGNOSTICS, INC.
 
 
 By /s/ Mark N. Schwartz
 Mark N. Schwartz
 Chairman and Chief Executive Officer
 
 Date:  March 29, 2010