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|                                                          
|----------------------------------------------------------
|FORM 10-K/A                                               
|(AMENDMENT NO. 1)                                         
|                                                          
|U.S. SECURITIES AND EXCHANGE COMMISSION                   
|WASHINGTON,
 DC 20549                                     
|                                                          
|xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
 THE    
|SECURITIES
 EXCHANGE ACT OF 1934                          
|FOR
 THE FISCAL YEAR ENDED DECEMBER 31, 2010              
|OR                                                        
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
 OF THE
|SECURITIES
 EXCHANGE ACT OF 1934                          
|                                                          
|COMMISSION
 FILE NO. 000-20728                            
|                                                          
|RIMAGE CORPORATION                                        
|(Exact name of registrant as specified in its charter)    

|                                                             |  |                                     
|------------------------------------------------------------ |  | ------------------------------------
|Minnesota                                                    |  | 41-1577970                          
|State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.)
|                                                             |  |                                     
|7725 Washington Avenue South, Minneapolis, Minnesota         |  | 55439                               
|(Address of principal executive offices)                     |  | (Zip Code)                          
|                                                             |  |                                     
|Registrants
 telephone number:                              |  | (952) 944 - 8144                    

|                                                             |                                
|------------------------------------------------------------ | -------------------------------
|Securities
 registered pursuant to Section 12(b) of the Act: | Common Stock, $.01 par value   
|                                                             |                                
|                                                             | Preferred Stock Purchase Rights
|                                                             |                                
|Securities
 registered pursuant to Section 12(g) of the Act: | None                           
|                                                            
|                                                            
|                                                            

Indicate
by checkmark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.YesoNox


Indicate
by checkmark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.YesoNox

Indicate
by checkmark 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.YesxNoo

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). YesoNoo

Indicate
by checkmark 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. x

Indicate
by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large
Accelerated Filer o Accelerated Filer x

Non-Accelerated
Filer o
Smaller Reporting Company o

Indicate
by checkmark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):

YesoNox

The
aggregate market value of common stock held by non-affiliates of the
registrant, computed by reference to the last quoted price at which such stock
was sold on such date as reported by the Nasdaq Stock Market as of the last
business day of the registrants most recently completed second fiscal quarter
was approximately $126,600,000.

As
of February 28, 2011, 9,484,272 shares of the registrants common stock were outstanding.

1

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EXPLANATORY NOTE

This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form
10-K/A for Rimage Corporation (Rimage or the Company) amends the Companys
Annual Report on Form 10-K for the year ended December 31, 2010 initially filed
with the Securities and Exchange Commission (the SEC) on March 14, 2011 (the
Original Filing).

This Amendment No. 1 is being filed to amend the Performance Graph
information in Item 5 of the Original Filing to accurately reflect the correct
measurement period. The Original Filing included a performance table comparing
the cumulative total return of the Companys common stock during the period from
December 29, 2006 to December 31, 2010. The Original Filing also included a
performance graph comparing performance during the period from December 30,
2005 to December 31, 2009. Due to an inadvertent processing error immediately
prior to submission of the Original Filing with the SEC, the measurement period
used in the performance graph did not match the data in the performance table.
Additionally, the performance table and graph in the Original Filing
incorrectly used a measurement period of only four fiscal years instead of five
fiscal years as required by Regulation S-K. Item 201(e)(2) of Regulation S-K
states that the measurement period for the performance graph shall be the
period beginning on the last trading day before the beginning of the registrants
fifth preceding fiscal year through the end of the registrants last completed
fiscal year. The performance graph and table in this Amendment No. 1 correctly
set forth a comparison of the cumulative total return of the Companys common
stock over the last five fiscal years during the period from December 30, 2005
to December 31, 2010.

We have also included an updated signature page and currently dated
certifications from the Companys Chief Executive Officer and Chief Financial
Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
and attached as Exhibits 31.1, 31.2 and 32 to this Amendment No. 1.

Except as set forth above, the Original Filing has not been amended,
updated or otherwise modified.

2

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TABLE OF CONTENTS

|                   |   |                                                                                                               |     
|------------------ | - | ------------------------------------------------------------------------------------------------------------- | ----
|                   |   |                                                                                                               | Page
|                   |   |                                                                                                               |     
|PART II            |   |                                                                                                               | 4   
|                   |   |                                                                                                               |     
|Item 5.            |   | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
 AND ISSUER PURCHASES OF EQUITY SECURITIES | 4   
|                   |   | Performance Graph                                                                                             | 4   
|                   |   |                                                                                                               |     
|SIGNATURES         | 5
|                   |   |                                                                                                               |     
|INDEX TO
 EXHIBITS | 6

3

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PART II

|        |                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
 RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Performance
Graph

The Companys common stock is quoted on The Nasdaq Global Market. The
graph and table below set forth a comparison of the cumulative total return of
the Companys common stock over the last five fiscal years with a broad market
index and either a nationally-recognized industry standard or an index of peer
companies selected by the Company. Rimage has chosen to use the Nasdaq National
Market Index (U.S.) as its broad market index and the Nasdaq Computer
Manufacturer Stocks Index as its index of peer companies.

The following graph shows changes during the period from December 30,
2005 to December 31, 2010 in the value of $100 invested in: (1) the Nasdaq
National Market Index (U.S.); (2) the Nasdaq Computer Manufacturer Stocks
Index; and (3) Rimages common stock. The values of each investment as of the
dates indicated are based on share prices plus any dividends paid in cash, with
the dividends reinvested on the date they were paid. The calculations exclude
trading commissions and taxes. The table and graph are not necessarily
indicative of future investment performance.

(LINE GRAPH)

|                                           |  |          |        |          |   |          |  |          |        |          |   |          |  |   |        |  |   |        | 
|------------------------------------------ |  | -------- | ------ | -------- | - | -------- |  | -------- | ------ | -------- | - | -------- |  | - | ------ |  | - | ------ | 
|                                           |  | 12/30/05 |        | 12/29/06 |   | 12/31/07 |  | 12/31/08 |        | 12/31/09 |   | 12/31/10 | 
|                                          
|Nasdaq
 National Market Index              |  | $        | 100.00 |          | $ | 109.84   |  | $        | 119.14 |          | $ | 57.41    |  | $ | 82.53  |  | $ | 97.95  | 
|                                          
|Nasdaq
 Computer Manufacturer Stocks Index |  | $        | 100.00 |          | $ | 102.13   |  | $        | 149.41 |          | $ | 62.76    |  | $ | 137.84 |  | $ | 196.73 | 
|                                          
|Rimage
 Corporation                        |  | $        | 100.00 |          | $ | 89.72    |  | $        | 89.54  |          | $ | 46.27    |  | $ | 59.83  |  | $ | 51.45  | 

4

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SIGNATURES

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

|                      |                    |                         
|--------------------- | ------------------ | ------------------------
|Dated: March 24, 2011 | RIMAGE CORPORATION
|                      |                    |                         
|                      | By:                | /s/ Sherman
 L. Black   
|                      |                    | Sherman L.
 Black       
|                      |                    | Chief
 Executive Officer
|                      |                    |                         
|                      | By:                | /s/ James R.
 Stewart   
|                      |                    | James R.
 Stewart       
|                      |                    | Chief Financial
 Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Each person whose
signature appears below constitutes and appoints Sherman L. Black and James R.
Stewart as his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Annual Report on Form 10-K and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

|                            |  |                                          |  |                 |  |  | 
|--------------------------- |  | ---------------------------------------- |  | --------------- |  |  | 
|Signature                   |  | Title                                    |  | Date           
|                            |  |                                          |  |                
|/s/ Sherman
 L. Black       |  | Chief
 Executive Officer and President   |  | March 24,
 2011
|Sherman L. Black            |  | (Principal
 Executive Officer), Director |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ James R.
 Stewart       |  | Chief
 Financial Officer (Principal      |  | March 24,
 2011
|James R. Stewart            |  | Financial
 and Accounting Officer)       |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ James L.
 Reissner      |  | Director                                 |  | March 24,
 2011
|James L. Reissner           |  |                                          |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ Thomas
 F. Madison      |  | Director                                 |  | March 24,
 2011
|Thomas F. Madison           |  |                                          |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ Steven
 M. Quist        |  | Director                                 |  | March 24,
 2011
|Steven M. Quist             |  |                                          |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ Lawrence
 M. Benveniste |  | Director                                 |  | March 24,
 2011
|Lawrence M. Benveniste      |  |                                          |  |                
|                            |  |                                          |  |                
|                            |  |                                          |  |                
|/s/ Philip
 D. Hotchkiss    |  | Director                                 |  | March 24,
 2011
|Philip D. Hotchkiss         |  |                                          |  |                

5

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INDEX TO
EXHIBITS

|        |                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------
|Exhibit |                                                                                                        
|No.     | Description                                                                                            
|31.1    | Certificate of Chief
 Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange
 Act.
|        |                                                                                                        
|31.2    | Certificate of Chief
 Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange
 Act.
|        |                                                                                                        
|32      | Certification
 pursuant to 18 U.S.C. §1350.                                                            

6

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