##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2008
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from to
 Commission File Number: 0-23636
 HAWTHORN BANCSHARES, INC.
  Missouri
    
    43-1626350(State or other jurisdiction of
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 300 Southwest Longview Boulevard, Lees Summit, Missouri
 64081
   (816) 347-8100
 N/A
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART II  OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents     
 PART II  OTHER INFORMATION
 
    (c) Total Number
    
    (d) Maximum Number(a) Total
    
    
    
    
    
    of Shares (or Units)
    
    (or Approximate DollarNumber of
    
    (b) Average
    
    Purchased as Part
    
    Value) of Shares (orShares (or
    
    Price Paid
    
    of Publicly
    
    Units) that May Yet BeUnits)
    
    per Share (or
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    Unit)
    
    or Programs
    
    Plans or Programs *April 1 - 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,135,483May 1 - 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,135,483June 1 - 30, 2008
    
    
    10,000
    
    
    $
    26.97
    
    
    
    10,000
    
    
    $
    865,778Total
    
    
    10,000
    
    
    $
    26.97
    
    
    
    10,000
    
    
    $
    865,778
 
 *
    
    On August 22, 2001, our Company announced that our Board of Directors authorized the
purchase, through open market transactions, of up to $2,000,000 market value of our
Companys common stock. Management was given discretion to determine the number and pricing
of the shares to be purchased, as well as, the timing of any such purchases. On November
26, 2002, our Company announced that our board of directors authorized an additional
$2,000,000 for the purchase of our Companys stock through open market transactions.




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##### Table of Contents



Exhibit No.
    
    Description3.1
    
    Restated Articles of Incorporation of our Company (filed as
Exhibit 3.1 to our Companys current report on Form 8-K on
August 9, 2007 and incorporated herein by reference).3.2
    
    Amended and Restated Bylaws of our Company (filed as Exhibit
3.2 to our Companys current report on Form 8-K on November 1,
2007 and incorporated herein by reference).4
    
    Specimen certificate representing shares of our
Companys $1.00 par value common stock (filed as Exhibit 4 to
our Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (Commission file number 0-23636) and
incorporated herein by reference).31.1
    
    Certificate of the Chief Executive Officer of our Company
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certificate of the Chief Financial Officer of our Company
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certificate of the Chief Executive Officer of our Company
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certificate of the Chief Financial Officer of our Company
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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##### Table of Contents



SIGNATURES
  HAWTHORN BANCSHARES, INC.DateNovember 10, 2008
    
    /s/ James E. Smith

James E. Smith, Chairman of the Boardand Chief Executive Officer (Principal Executive Officer)November 10, 2008
    
    /s/ Richard G. Rose

Richard G. Rose, Chief Financial Officer (Principal FinancialOfficer and Principal Accounting Officer)




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HAWTHORN BANCSHARES, INC.
   Exhibit No.
    
    Description
    
    Page No.3.1
    
    Articles of Incorporation of our Company (filed
as Exhibit 3(a) to our Companys Registration
Statement on Form S-4 (Registration No.
33-54166) and incorporated herein by reference).
    
    
    **3.2
    
    Bylaws of our Company (filed as Exhibit 3.2 to
our Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (Commission
file number 0-23636) and incorporated herein by
reference).
    
    
    **4
    
    Specimen certificate representing shares of our
Companys $1.00 par value common stock (filed as
Exhibit 4 to our Companys Annual Report on Form
10-K for the fiscal year ended December 31, 1999
(Commission file number 0-23636) and
incorporated herein by reference).
    
    
    **31.1
    
    Certificate of the Chief Executive Officer of
our Company pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    631.2
    
    Certificate of the Chief Financial Officer of our Company pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    732.1
    
    Certificate of the Chief Executive Officer of
our Company pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    832.2
    
    Certificate of the Chief Financial Officer of
our Company pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    
    9
 
 **
    
    Incorporated by reference. 5