UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-Q/A


Amendment
No. 1 to Form 10-Q





[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES


EXCHANGE
ACT OF 1934


For the
quarterly period ended September 30, 2008


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 No. 0-17119





QUANTRX BIOMEDICAL
CORPORATION


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
              
              33-0202574(State
      or Other Jurisdiction of
              
              (I.R.S.
      EmployerIncorporation
      or Organization)
              
              Identification
      Number)








100 S. Main Street, Suite
300, Doylestown, PA 18901


(Address
of Principal Executive Offices) (Zip Code)





(267)
880-1595


(Registrant’s
Telephone Number, Including Area Code)




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 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. [X] Yes [  ] No






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






The
number of shares outstanding of the issuer’s common stock as of November 12,
2008 was 42,853,880.






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




Large
      accelerated filer [ ]
              Accelerated
      filer [ ]Non-accelerated
      filer [ ]
              Smaller
      reporting company [X]









Explanatory
Note:




This
Amendment No. 1 to the Company’s Form 10-Q filed on November 14, 2008 for the
nine months ended September 30, 2008 is being filed to revise certain language
contained in the certifications attached as Exhibits 31.1 and 31.2 to the
original Form 10-Q.  This Amendment No. 1 contains only the exhibits
to the original Form 10-Q that are being amended. The exhibits to the Form 10-Q
as originally filed which are not included herein are unchanged and continue in
full force and effect as originally filed. This Amendment No. 1 speaks as
of the date of the original filing of the Form 10-Q and has not been updated to
reflect events occurring subsequent to the original filing date.






ITEM 6.
                  
                  Exhibits31.1
                  
                  Certification
      of Chief Executive Officer required under Rule 13a-14(a) or Rule 15d-14(a)
      of the Securities and Exchange Act of 1934, as amended.31.2
                  
                  Certification
      of Chief Financial Officer required under Rule 13a-14(a) or Rule 15d-14(a)
      of the Securities and Exchange Act of 1934, as
  amended.






2




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.






QuantRx
      Biomedical CorporationDate:  
      December 18, 2008
            By:
            /s/
      Walter WitoshkinWalter
      WitoshkinChairman
      & CEODate:  
      December 18, 2008
            By:
            /s/
      Sasha AfanassievSasha
      AfanassievCFO,
      Treasurer & VP of Finance










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