** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

**Amendment No. 1**

 

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**(Mark One)**

 

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

 

**For the quarterly periodended February 28, 2009**

 

**OR**

 

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

 

**Forthe transition period from                    to                    **

** **

**Commission file number001-32511**

 

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**IHSINC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **13-3769440**                      |
|-----------------------------------------------------------------|------------|-------------------------------------|
| (State or Other Jurisdiction of  Incorporation or Organization) |       | (IRS Employer   Identification No.) |

 

**15Inverness Way EastEnglewood, CO 80112**

(Address of Principal Executive Offices)

 

**(303)790-0600**

(Registrant’s telephone number, including area code)

 

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Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. x YES  o NO

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).  oYES  o NO

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” and “accelerated filer,” and smallerreporting company in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer x                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer o                       |   | Smaller Reporting Company o |
| (Do not check if a smaller reporting company) |   |                        |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).  oYES  x NO

 

As of February 28,2009, there were 63,012,596 shares of our Class ACommon Stock outstanding.

 

 

 

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**Explanatory Note**

 

IHS Inc. (the Registrant)is filing this amendment to our Quarterly Report on Form 10-Q for thequarter ended February 28, 2009, filed with the U.S. Securities andExchange Commission on June 24, 2009, solely to amend Item 4 of Part I,Exhibit 31.1, and Exhibit 31.2 in response to an SEC comment letterdated July 7, 2009.

 

The details of theamendments are as follows:

 

1.     Item 4 of Part I: Control andProcedures has been restated in its entirety to expressly tie our conclusionsregarding disclosure controls and procedures with Rules 13a-15(e) and15d-15(e) under the Exchange Act.

 

2.     In both Exhibit 31.1 and Exhibit 31.2,the Section 302 certifications have been restated in their entiretyto (i) omit the title of each certifying officer in the introductoryparagraph of each exhibit and (ii) add to Paragraph 4 introductorylanguage regarding internal control over financial reporting.

 

This amendment should beread in conjunction with the original Form 10-Q, which continues to speakas of the date that the original Form 10-Q was filed.  Except as specifically noted above, thisamendment does not modify or update any disclosures in the original Form 10-Q.  Accordingly, this amendment does not reflectevents occurring after the filing of the original Form 10-Q or modify orupdate any disclosures that may have been affected by subsequent events.

 

**PART I—FINANCIAL INFORMATION**

** **

**Item 4.    Controls and Procedures**

 

*(a) Evaluationof disclosure controls and procedures.*

 

Underthe supervision and with the participation of the Company’s management,including the Chief Executive Officer and Chief Financial Officer, the Companyhas evaluated the effectiveness of its disclosure controls and procedurespursuant to Rules 13a-15(e) and 15d-15(e) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) as of the end of theperiod covered by this report.  Based onthat evaluation, the Chief Executive Officer and Chief Financial Officerconcluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act are effective to ensure that informationrequired to be disclosed in the reports required to be filed or submitted underthe Exchange Act is (i) recorded, processed, summarized, and reportedwithin the time periods specified in the Securities and Exchange Commission’s rules andforms, and (ii) accumulated and communicated to our management, including ourChief Executive Officer and Chief Financial Officer, to allow timely decisionsregarding required disclosure.

 

**PART II—OTHER INFORMATION**

** **

**Item 6.    Exhibits**

 

(a)          Indexof Exhibits

 

The following exhibitsare filed as part of this report:

 
| **Exhibit  Number** | ** ** | **Description**                                                                                         |
|---------------------|------------|---------------------------------------------------------------------------------------------------------|
| 31.1*               |       | Certification  Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities  Exchange Act |
| 31.2*               |       | Certification  Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities  Exchange Act |

 

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*                 Filedelectronically herewith.

 

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**SIGNATURE**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on July 28, 2009.

 
|   | IHS INC. |
|--------|----------|
|   |     |
|   | By:      | /s/ Heather  Matzke-Hamlin |
|   |     | Name: | Heather Matzke-Hamlin |
|   |     | Title: | Senior Vice President  and Chief Accounting Officer |

 

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