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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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
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For the quarterly period ended June 30, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
 to



Commission File Number 000-31719



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POZEN Inc.

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 62-1657552                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



1414 Raleigh Road

Suite 400

Chapel
Hill, North Carolina 27517

(Address of principal executive offices, including zip code)



(919) 913-1030

(Registrants telephone number, including area code)



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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.    x  Yes ̈No



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    x  Yes ̈No



The number of shares outstanding of the registrants common stock as of July 15, 2003 was 28,360,655.



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Explanatory Note:





This Amendment No.1 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2003 is being filed solely to amend Item 6 (a) to re-file exhibits 10.1, 10.2 and 10.3. The re-filed exhibits disclose portions that had previously been redacted pursuant to POZENS request for confidential treatment.
This Amendment No.1 does not make any other changes to the Form 10-Q for the quarter ended June 30, 2003.



PART II. OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K



(a)
Exhibits



| | *10.1 |  | Product Development and Commercialization Agreement dated June 11, 2003 between the Registrant and Glaxo Group Ltd.
| | ----- |  | -------------------------------------------------------------------------------------------------------------------



| | *10.2 |  | Letter Agreement dated June 11, 2003 between the Registrant and Glaxo Group Ltd.
| | ----- |  | --------------------------------------------------------------------------------



| | *10.3 |  | License Agreement dated June 30, 2003 between the Registrant and Nycomed Danmark ApS.
| | ----- |  | -------------------------------------------------------------------------------------



| | 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 and Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



None.

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|* | Confidential treatment has been granted for the redacted portions of these agreements. Complete copies of these agreements, including the redacted portions, have been and
filed separately with the Securities and Exchange Commission.
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| | Previoulsy Filed.
|- | -----------------



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized.

|                 |  |                                           
|---------------- |  | ------------------------------------------
|                 |  | POZEN Inc.                                
|                 |  | (Registrant)                              
|                 | 
|November 5, 2004 |  | By: /s/ JOHN R. PLACHETKA                 
|                 |  | John R. Plachetka                         
|                 |  | President and Chief Executive Officer     
|                 | 
|November 5, 2004 |  | /s/ WILLIAM L. HODGES                     
|                 |  | William L. Hodges                         
|                 |  | Chief Financial Officer                   
|                 |  | (Principal Financial Officer)             
|                 | 
|November 5, 2004 |  | /s/ JOHN E. BARNHARDT                     
|                 |  | John E. Barnhardt                         
|                 |  | Vice President, Finance and Administration
|                 |  | (Principal Accounting Officer)            



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EXHIBIT INDEX



|              |  |                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                            
|              | 
|*10.1         |  | Product Development and Commercialization Agreement dated June 11, 2003 between the Registrant and Glaxo Group Ltd.                    
|              | 
|*10.2         |  | License Agreement dated June 11, 2003 between the Registrant and Glaxo Group Ltd.                                                      
|              | 
|*10.3         |  | License Agreement dated June 30, 2003 between the Registrant and Nycomed Danmark ApS.                                                  
|              | 
|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 and Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.

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|* | Confidential treatment has been granted for the redacted portions of these agreements. Complete copies of these agreements, including the redacted portions, have been and filed
separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Previously Filed.
|- | -----------------



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