UNITED STATESSECURITIES AND EXCHANGE COMMISSION   WASHINGTON, D.C. 20549

**Form 10-K/A**

**Amendment No. 1**

** **

| [ X]            | ANNUAL REPORT PURSUANT  TO SECTION 13 OR 15(d)

OF THE SECURITIES  EXCHANGE ACT OF 1934     |
|-----------------|---------------------------------------------------------------------------------------------|
|            | For the fiscal year  ended December 31, 2009                                           |
| [   ] | TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES  EXCHANGE ACT OF 1934 |

 

| Commission file number  0-21220                                            |
|----------------------------------------------------------------------------|
| **ALAMO GROUP INC.**                                                       |
| (Exact name of  registrant as specified in its charter)                    |
| DELAWARE

(State or other  jurisdiction of 	incorporation or organization) | 74-1621248

(I.R.S. Employer

Identification Number) |
| 1627 East Walnut, Seguin, Texas 78155                                      |
| *(Address of principal  executive offices, including zip code)*            |
| 830-379-1480*(Registrant’s telephone number, including area code)*    |
| SECURITIES  REGISTERED PURSUANT TO SECTION 12(B) OF  THE ACT**:**          |
| Title of each class

Common Stock, par value

$.10 per share               | Name of each exchange

on which registered

New York Stock Exchange |

                                                                                

 
SECURITIES  REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

 

     	Indicate by check mark if the registrant is a  well-known seasoned issuer, as defined in Rule 405 of the Securities  Act.  Yes  [  ] No [X] 

 

        Indicate by check mark if the registrant is  not required to file reports pursuant to Section 13 or Section 15(d) of the  Exchange Act.  Yes [  ] No [X]

 

        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  requirement 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 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 if disclosure of  delinquent filers pursuant to Item 405 of Regulation S-K is not contained  herein, and will not be contained, to the best of Registrant’s knowledge, in  definitive proxy or information statements incorporated by reference in Part  III of this Form 10-K or any amendment to this Form 10‐K. [    ]

 
     Indicate  by check mark whether registrant is a large accelerated filer, an accelerated  filer, a non-accelerated filer, or a smaller reporting company.  See  definition of “large accelerated filer,” “accelerated filer” and “smaller  reporting company” in Rule 12b-2 of the  Exchange Act.

        

         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  aggregate market value of the voting stock (which consists solely of shares  of common stock) held by non-affiliates of the registrant as of June 30, 2009  (based upon the last reported sale price of $10.10 per share) was approximately  $66,407,460 on such date.

  
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        The  number of shares of the registrant’s common stock, par value $.10 per share,  outstanding as of February 26, 2010 was 11,746,929 shares.

 
         Documents  incorporated by reference:  Portions of the registrant’s proxy statement  relating to the 2010 Annual Meeting of Stockholders to be held on May 6,  2010, have been incorporated by reference herein in response to Part III.
 
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**Explanatory Note**

We are filing this Amendment no. 1 on Form 10-K/A to our Annual Report on Form10-K for the fiscal year ended December 31, 2009, filed with the Securities andExchange Commission on March 15, 2010 (the “Original 10-K”), solely for thepurpose of correcting and re-filing the officer's certifications contained inExhibits 32.1, 32.2 and 32.3 pursuant to Section 906 (the “906 Certifications”)of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”).  The amended906 Certifications as well as the certifications required by Section 302 of theSarbanes Oxley Act are included in their entirety as Exhibits 31.1, 31.2, 31.3,32.1, 32.2 and 32.3 to this Amendment No. 1. 

Except as described above, this Amendment No. 1does not amend any other information set forth in the Original 10-K and theCompany has not updated disclosures included therein to reflect any events thatoccurred subsequent to March 15, 2010. Accordingly, this Amendment No. 1 shouldbe read in conjunction with the Original 10-K and the Company’s filings madewith the SEC subsequent to the filing of the Original 10-K. 
PART IV
**Item 15. Exhibits and Financial StatementSchedules**

**(b) Exhibits**

      Exhibits –The following exhibits are attached to this report on Form 10-K/A:

.
 INDEX TO EXHIBITS
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Incorporated by Reference

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From the Following

Exhibits

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Exhibit Title

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Documents

 

 

 

 

 

31.1 

—

Certification  by Ronald A. Robinson under Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed  Herewith 

31.2 

—

Certification  by Dan E. Malone under Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed  Herewith

31.3 

—

Certification  by Richard J. Wehrle under Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed  Herewith

32.1 

—

Certification  by Ronald A. Robinson under Section 906 of the  Sarbanes-Oxley Act of 2002

 

Filed  Herewith

32.2 

—

Certification  by Dan E. Malone under Section 906 of the  Sarbanes-Oxley Act of 2002

 

Filed  Herewith

32.3 

—

Certification  by Richard J. Wehrle under Section 906 of the  Sarbanes-Oxley Act of 2002

 

Filed  Herewith

 

 

 

 

 

 

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**SIGNATURES**

      Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

** **

                                                                                                

 
ALAMO GROUP INC.

Date: April 7, 2010
 

 
 

 
By: /s/ Robert H. George

 
           Robert H. George

 
Title:   Vice President - Administration

 

 

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