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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A

(Amendment No. 2)





(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:



|                         |  |  |  |                                      
|------------------------ |  |  |  | -------------------------------------
| ̈Annual Information Form |  |  |  | x 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: (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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EXPLANATORY NOTE

This Amendment No. 2 on Form 40-F/A (Amendment No. 2) to the Annual Report on Form 40-F (the Original Form 40-F)
of Theratechnologies Inc. (the Registrant) for the fiscal year ended November 30, 2011 originally filed with the Securities and Exchange Commission (the SEC) on February 8, 2012, is being filed to include the signature of the
Registrants independent auditors, KPMG LLP, in the independent auditors report dated February 7, 2012, relating to the Registrants audited annual consolidated financial statements for the year ended November 30, 2011 and notes
thereto, which signature was inadvertently omitted from the Original Form 40-F filed with the SEC.

The Registrant has
included in this Amendment No. 2 new certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and a new consent from KPMG LLP in respect of the abovementioned
independent auditors report.

Except as set forth above, this Amendment No. 2 does not modify or update any of the
disclosures in the Original Form 40-F. The disclosures in this Amendment No. 2 do not reflect events occurring after the date of the Original Form 40-F of February 8, 2012 to the date of this filing. Accordingly, this Amendment No. 2 should be read
in conjunction with the Registrants other filings made with the SEC subsequent to the filing of the Original Form 40-F, including the Registrants interim financial statements and material change reports filed on Form 6-K as information
in such filings would update or supersede certain information contained in those filings as well as in this Amendment No. 2.

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.



Theratechnologies Inc.By:

/S/    LUC
TANGUAYName:

Luc TanguayTitle:

President and Chief Executive Officer


Date: February 1, 2013





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EXHIBIT INDEX



|        |  |                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                            
|        | 
|99.1    |  | Consolidated Financial Statements for the fiscal year ended November 30, 2011                                          
|        | 
|99.2    |  | Managements Discussion and Analysis for the fiscal year ended November 30, 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    |  | Consent of Auditors                                                                                                    



|* | Previously filed with the Original Form 40-F
|- | --------------------------------------------