UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

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

For the fiscal year ended September 30, 2009

OR



| ̈ | 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: 0-53163





BCSB BANCORP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 26-1424764                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4111 E. Joppa Road, Suite 300, Baltimore, Maryland             |  | 21236                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Issuers telephone number, including area code: (410) 256-5000

Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                       
|--------------------------------------- |  | --------------------------------------
|(Title of Class)                        |  | (Name of exchange on which registered)
|Common stock, par value $0.01 per share |  | Nasdaq Global Market                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    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 Securities Exchange Act of 1934 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈

Indicate by check mark whether the registrant is a large accelerated, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

The aggregate market value as of March 31, 2009 of voting and nonvoting common equity held by nonaffiliates was approximately $23.3 million. This
information is based on the ownership information and closing sale price ($8.75 per share as listed on the Nasdaq Global Market).

Number of
shares of Common Stock outstanding as of December 22, 2009: 3,120,945

DOCUMENTS INCORPORATED BY REFERENCE

The following lists the documents incorporated by reference and the Part of the Form 10-K into which the document is
incorporated:



| | 1. | Portions of the registrants Annual Report to Stockholders for the Fiscal Year Ended September 30, 2009. (Parts II and IV)
| | -- | --------------------------------------------------------------------------------------------------------------------------



| | 2. | Portions of Proxy Statement for the registrants 2010 annual meeting of shareholders. (Part III)
| | -- | ------------------------------------------------------------------------------------------------









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EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended September 30, 2009 of BCSB Bancorp, Inc. is being
filed to include Exhibit 99.1, 31 C.F.R. § 30.15 Certification of Chief Executive Officer and Exhibit 99.2, 31 C.F.R. § 30.15 Certification of Chief Financial Officer.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) List of Documents Filed as Part
of this Report

(1)Financial Statements. The following consolidated financial statements are
incorporated by reference from Item 8 hereof (see Exhibit 13):

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Financial Condition as of September 30, 2009 and 2008

Consolidated Statements of Operations for the Years Ended September 30, 2009 and 2008

Consolidated Statements of Stockholders Equity for the Years Ended September 30, 2009 and 2008

Consolidated Statements of Cash Flows for the Years Ended September 30, 2009 and 2008

Notes to Consolidated Financial Statements

(b) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index.



|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|No.  |  | Description                                                                                                                                           
|     | 
|3.1  |  | Articles of Incorporation of BCSB Bancorp, Inc. (1)                                                                                                   
|     | 
|3.2  |  | Amended and Restated Bylaws of BCSB Bancorp, Inc. (2)                                                                                                 
|     | 
|4.1  |  | Form of Common Stock Certificate of BCSB Bancorp, Inc. (1)                                                                                            
|     | 
|4.2  |  | Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of BCSB Bancorp, Inc. (3)                              
|     | 
|4.3  |  | Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3)                                                           
|     | 
|4.4  |  | Warrant to Purchase 183,465 Shares of Common Stock of BCSB Bancorp, Inc. (3)                                                                          
|     | 
|4.5  |  | Indenture between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated June 30, 2002 (4)                                                                   
|     | 
|4.6  |  | Form of Floating Rate Junior Subordinated Deferrable Interest Debenture (Exhibit A to Exhibit 4.5) (4)                                                
|     | 
|4.7  |  | Indenture between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated September 30, 2003 (4)                                                              
|     | 
|4.8  |  | Form of Junior Subordinated Debt Securities (Exhibit A to Exhibit 4.7) (4)                                                                            
|     | 
|10.1 |  | Employment Agreement by and between Baltimore County Savings Bank, F.S.B. and Joseph J. Bouffard +(1)                                                 
|     | 
|10.2 |  | Amendment to Employment Agreement by and between Baltimore County Savings Bank, F.S.B. and Joseph J. Bouffard + (5)                                   
|     | 
|10.3 |  | Amended and Restated Change in Control Severance Agreement by and between Baltimore County Savings Bank, F.S.B. and Bonnie M. Klein + (1)             
|     | 
|10.4 |  | Amended and Restated Change in Control Severance Agreement by and between Baltimore County Savings Bank, F.S.B. and David M. Meadows+ (1)             
|     | 
|10.5 |  | Amended and Restated Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B., BCSB Bancorp, Inc. and Anthony R. Cole + (1)
|     | 
|10.6 |  | Amendment to Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B., BCSB Bancorp, Inc. and Anthony R. Cole + (5)        
|     | 
|10.7 |  | Amended and Restated Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B. and Daniel R. Wernecke + (1)                 



1



---

|      |  |                                                                                                                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Form of Amendment to Change in Control Severance Agreement between Baltimore County Savings Bank, F.S.B. and each of David M. Meadows, Bonnie M. Klein and Daniel R. Wernecke + (5)                                                                                             
|      | 
|10.9  |  | Supplemental Executive Retirement Agreement by Baltimore County Savings Bank, F.S.B. and Bonnie M. Klein + (1)                                                                                                                                                                  
|      | 
|10.10 |  | Supplemental Executive Retirement Agreement by Baltimore County Savings Bank, F.S.B. and David M. Meadows + (1)                                                                                                                                                                 
|      | 
|10.11 |  | Baltimore County Savings Bank, F.S.B. Amended and Restated Deferred Compensation Plan + (1)                                                                                                                                                                                     
|      | 
|10.12 |  | BCSB Bancorp, Inc. Management Recognition Plan and Trust + (1)                                                                                                                                                                                                                  
|      | 
|10.13 |  | BCSB Bancorp, Inc. 1999 Stock Option Plan + (1)                                                                                                                                                                                                                                 
|      | 
|10.14 |  | BCSB Bancorp, Inc. 2009 Equity Incentive Plan + (6)                                                                                                                                                                                                                             
|      | 
|10.15 |  | Baltimore County Savings Bank, F.S.B. Supplemental Director Retirement Agreement + (1)                                                                                                                                                                                          
|      | 
|10.16 |  | Baltimore County Savings Bank, F.S.B. Survivor Income Plan + (1)                                                                                                                                                                                                                
|      | 
|10.17 |  | Agreement and General Release among BCSB Bancorp, Inc., Baltimore County Savings Bank, M.H.C. and Baltimore County Savings Bank, F.S.B. and William M. Loughran (1)                                                                                                             
|      | 
|10.18 |  | Letter Agreement and related Securities Purchase Agreement  Standard Terms, dated December 23, 2008, between BCSB Bancorp, Inc. and United States Department of the Treasury
(3).                                                                                              
|      | 
|10.19 |  | Form of Waiver executed by each of Joseph J. Bouffard, Anthony R. Cole, David M. Meadows and Bonnie M. Klein (3)                                                                                                                                                                
|      | 
|10.20 |  | Form of Letter Agreement between BCSB Bancorp, Inc. and each of Joseph J. Bouffard, Anthony R. Cole, David M. Meadows and Bonnie M. Klein (3)                                                                                                                                   
|      | 
|10.21 |  | Trust Preferred Securities Guarantee Agreement by and between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated June 30, 2002 (4)                                                                                                                                                 
|      | 
|10.22 |  | Guarantee Agreement by and between BCSB Bankcorp, Inc. and Wells Fargo, N.A. dated September 30, 2004 (4)                                                                                                                                                                       
|      | 
|10.23 |  | Standstill Agreement between BCSB Bancorp, Inc., Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors,
LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley, dated March 20, 2009 (2)
|      | 
|14    |  | Code of Ethics (5)                                                                                                                                                                                                                                                              
|      | 
|21    |  | Subsidiaries of the Registrant*                                                                                                                                                                                                                                                 
|      | 
|23.1  |  | Consent of Stegman & Company*                                                                                                                                                                                                                                                   
|      | 
|31.1  |  | Rule 13a-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                         
|      | 
|31.2  |  | Rule 13a-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                         
|      | 
|32    |  | Section 1350 Certifications                                                                                                                                                                                                                                                     
|      | 
|99.1  |  | 31 C.F.R. § 30.15 Certification of Chief Executive Officer                                                                                                                                                                                                                      
|      | 
|99.2  |  | 31 C.F.R. § 30.15 Certification of Chief Financial Officer                                                                                                                                                                                                                      



|+ | Management contract or compensatory agreement or arrangement.
|- | -------------------------------------------------------------

|(1) | Incorporated herein by reference from the Companys Registration Statement on Form S-1 (File No. 333-148745).
|--- | -------------------------------------------------------------------------------------------------------------

|(2) | Incorporated herein by reference from the Companys Current Report on Form 8-K filed on March 25, 2009 (File No. 0-24589).
|--- | --------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated herein by reference from the Companys Current Report on Form 8-K filed on December 23, 2008. (File No. 0-24589)
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated herein by reference from BCSB Bankcorp, Inc.s Annual Report on Form 10-K for the year ended September 30, 2003 (File No. 0-24589).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated herein by reference from the Companys Annual Report on Form 10-K for the year ended September 30, 2008 (Commission No. 0-24589).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated herein by reference to the Companys definitive proxy statement for the 2009 annual meeting of shareholders filed with the SEC on April 10, 2009
(File No. 0-24589).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Previously filed.
|- | -----------------

(c)
Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which
they are required or because the required information is included in the consolidated financial statements and related notes thereto.



2



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                 |  |                                                         
|---------------- |  | --------------------------------------------------------
|                 |  | BCSB BANCORP, INC.                                      
|                 | 
|January 29, 2010 |  | /S/    JOSEPH J.
BOUFFARD                               
|                 |  | Joseph J. Bouffard President and Chief Executive Officer