**SECURITIES AND EXCHANGE COMMISSION**

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**WASHINGTON, D.C. 20549**

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**FORM 10-Q/A**

 

**(MarkOne)**

**x****                             ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**

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**FOR THE QUARTERLY PERIODENDED JUNE 30, 2006**

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**OR**

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**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT**

**FOR THE TRANSITION PERIODFROM ___________ TO ___________**

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**COMMISSION FILE NUMBER000-30469**

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**deCODE genetics, Inc.**

 

(Exact Name of Registrantas Specified in Its Charter)
| **Delaware**                                                     | ** ** | **04-3326704**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |       | (I.R.S. Employer  Identification No.) |

 

**STURLUGATA8, IS-101 REYKJAVIK, ICELAND**(Address of Principal Executive Offices)

**+354-570-1900**(Registrant’s Telephone Number, Including Area Code)

Indicate by check whetherthe registrant: (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes x    No o

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act. (CheckOne):

Large accelerated filer o            Accelerated filer x            Non-accelerated filer o

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).  Yes o    No x

 The aggregate number of shares of the registrant’s common stockoutstanding on July 31, 2006 was 61,519,704 shares of common stock $.001 parvalue.

 

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**EXPLANATORY NOTE**

This Amendment No. 1 on Form 10-Q/A is being filed for the purpose ofamending the number of shares outstanding on the cover page to our QuarterlyReport on Form 10-Q for the fiscal quarter ended June 30, 2006, which was filedwith the Securities and Exchange Commission on August 9, 2006 (the “OriginalForm 10-Q”).  Items included inthe Original Form 10-Q that are not amended by this Form 10-Q/A remain ineffect as of the date of filing of the Original Form 10-Q.

**ITEM6. EXHIBITS AND REPORTS ON FORM 8-K**

(a) EXHIBITS

The following is alist of exhibits filed as part of this Amendment No. 1 on Form 10-Q/A.
| EXHIBIT    | ** ** | ** **                                                                     |
|------------|------------|--------------------------------------------------------------------------------|
| **NUMBER** | ** ** | **DESCRIPTION OF EXHIBIT**                                                     |
|       |       |                                                                           |
| 31.1       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|       |       |                                                                           |
| 31.2       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this Amendment No.  1 on Form 10-Q/A to be signed on itsbehalf by the undersigned thereunto duly authorized.

| Dated:  August 14, 2006 |                       |                        |
|------------------------------|----------------------------|-----------------------------|
|                         |                       |                        |
|                              | deCODE genetics, Inc. |
|                         |                       |                        |
|                         | By:                        | /s/ KARI STEFANSSON         |
|                         |                       | Kari Stefansson             |
|                         |                       | Chairman, President,        |
|                         |                       | and Chief Executive Officer |

 

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