UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A

(Amendment No. 1)





(Check One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

OR



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



|                                            |  |                                 
|------------------------------------------- |  | --------------------------------
|For the fiscal year ended November 30, 2011 |  | Commission file number 001-35203





THERATECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)





QUEBEC

(Province or other jurisdiction of incorporation or organization)

2834

(Primary Standard Industrial Classification Code Number (if applicable))

Not applicable

(I.R.S. Employer Identification Number (if applicable))

2310
Alfred-Nobel Blvd., Montreal, Quebec, Canada, H4S 2B4

(514) 336-7800

(Address and Telephone Number of Registrants Principal Executive Offices)

CT Corporation System, 111 8thAvenue, New York, NY 10011

(212) 894-8800

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)





Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which
registered
|Common Shares       |  | The NASDAQ Stock Market LLC              

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.





For annual reports, indicate by check mark the information filed with this Form:



|                         |  |  |  |                                      
|------------------------ |  |  |  | -------------------------------------
|xAnnual Information Form |  |  |  |  ̈ Audited Annual Financial Statements





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the
annual report: as of November 30, 2011, 60,865,266 common shares of the Registrant were issued and outstanding.

Indicate by
check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If
Yes is marked, indicate the file number assigned to the Registrant in connection with such Rule.

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
Exchange Act 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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).

Yes   ̈            
No   ̈



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PRINCIPAL DOCUMENT

The Annual Information Form dated February 27, 2012 for the fiscal year ended November 30, 2011, filed as Exhibit 99.1 to this annual report on Form 40-F/A is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereto duly authorized, on February 28, 2012.



Theratechnologies Inc.By:

/S/    JOHN MICHEL T.
HUSSName:

John Michel T. HussTitle:

President and Chief Executive Officer






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EXHIBIT INDEX



|        |  |                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                 
|        | 
|99.1    |  | Annual Information Form dated February 27, 2012 for the fiscal year ended November 30, 2011                                 
|        | 
|99.2    |  | Sections of the Management Proxy Circular dated April 14, 2011 entitled:                                                    
|        | 
|        |  |     Information Relating to the Annual and Special Meeting - Voting Securities and Principal
Holders                       
|        | 
|        |  |     Compensation - Executive Compensation                                                                                  
|        | 
|        |  |     Compensation - Other Information                                                                                       
|        | 
|        |  | (Incorporated by reference to Exhibit 99.28 to the Registrants Registration Statement on Form 40-F filed on June 13, 2011.)
|        | 
|99.3    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934     
|        | 
|99.4    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934     
|        | 
|99.5    |  | Section 1350 Certification of Chief Executive Officer                                                                       
|        | 
|99.6    |  | Section 1350 Certification of Chief Financial Officer                                                                       
|        | 
|99.7    |  | Form 52-109F1 - Certification of Chief Executive Officer                                                                    
|        | 
|99.8    |  | Form 52-109F1 - Certification of Chief Financial Officer