UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 2)




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




For
the quarterly period ended March 31, 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: 000-52046







(Exact
name of registrant as specified in its charter)





Delaware
              36-4151663(State
      or other jurisdiction of  incorporation or
      organization)
              (I.R.S.
      Employer Identification No.)10201
      North Loop East
                Houston,
      Texas
              77029(Address
      of principal executive offices)
              (Zip
      Code)





(713)
609-2100


(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 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 xNO  ̈





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  ̈





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





Large
      Accelerated Filer  ̈
                Accelerated
      Filer x
                Non-Accelerated
      Filer  ̈
                Smaller
      Reporting Company  ̈





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





YES   
 ̈
NO    x





At May 1,
2009 there were 17,646,677 outstanding shares of the registrant’s common stock,
$0.001 par value per share.





HOUSTON
WIRE & CABLE COMPANY


Form
10-Q


For
the Quarter Ended March 31, 2009





EXPLANATORY
NOTE





This
Amendment No. 2 on Form 10-Q/A amends our quarterly report on Form 10-Q for the
fiscal quarter ended March 31, 2009 as filed with the Securities and Exchange
Commission (the “SEC”) on May 11, 2009, as amended by Amendment No. 1 on Form
10-Q/A filed with the SEC on May 19, 2009, and is being filed solely to file
Exhibits 31.1, 31.2 and 32.1, which were inadvertently omitted from Amendment
No.1. The financial statements included under Part I, Item 1 of this Amendment
No. 2 are identical to those included in Amendment No. 1.





INDEX





PART
I. FINANCIAL INFORMATION





Item
      1.  Financial Statements (unaudited)Consolidated
      Balance Sheets
                      
                      
                      2Consolidated
      Statements of Income
                      
                      
                      3Consolidated
      Statements of Cash Flows
                      
                      
                      4Notes
      to Consolidated Financial Statements
                      
                      
                      5PART
      II. OTHER INFORMATIONItem
      6.  Exhibits
                      
                      
                      7Signature
      Page
                      
                      
                      8




1


PART
I.  FINANCIAL INFORMATION


Item
1.  Financial Statements


HOUSTON
WIRE & CABLE COMPANY


Consolidated
Balance Sheets


(In
thousands, except share data)





March 31,
                                                      
                                                      
                                                      December 31,2009
                                                      
                                                      
                                                      2008(unaudited)AssetsCurrent
      assets:Accounts
      receivable, net
                                                      
                                                      $
                                                      41,838
                                                      
                                                      
                                                      $
                                                      50,798Inventories,
      net
                                                      
                                                      
                                                      67,505
                                                      
                                                      
                                                      
                                                      73,459Deferred
      income taxes
                                                      
                                                      
                                                      1,559
                                                      
                                                      
                                                      
                                                      1,384Prepaid
      expenses
                                                      
                                                      
                                                      1,011
                                                      
                                                      
                                                      
                                                      829Total
      current assets
                                                      
                                                      
                                                      111,913
                                                      
                                                      
                                                      
                                                      126,470Property
      and equipment, net
                                                      
                                                      
                                                      3,179
                                                      
                                                      
                                                      
                                                      3,274Goodwill
                                                      
                                                      
                                                      2,996
                                                      
                                                      
                                                      
                                                      2,996Deferred
      income taxes
                                                      
                                                      
                                                      2,092
                                                      
                                                      
                                                      
                                                      1,926Other
      assets
                                                      
                                                      
                                                      63
                                                      
                                                      
                                                      
                                                      87Total
      assets
                                                      
                                                      $
                                                      120,243
                                                      
                                                      
                                                      $
                                                      134,753Liabilities
      and stockholders' equityCurrent
      liabilities:Book
      overdraft
                                                      
                                                      $
                                                      887
                                                      
                                                      
                                                      $
                                                      4,933Trade
      accounts payable
                                                      
                                                      
                                                      7,167
                                                      
                                                      
                                                      
                                                      10,091Accrued
      and other current liabilities
                                                      
                                                      
                                                      10,171
                                                      
                                                      
                                                      
                                                      11,682Income
      taxes payable
                                                      
                                                      
                                                      1,688
                                                      
                                                      
                                                      
                                                      1,644Total
      current liabilities
                                                      
                                                      
                                                      19,913
                                                      
                                                      
                                                      
                                                      28,350Long
      term obligations
                                                      
                                                      
                                                      22,567
                                                      
                                                      
                                                      
                                                      29,808Stockholders'
      equity:Common
      stock, $0.001 par value; 100,000,000 shares authorized: 20,988,952 shares
      issued: 17,644,802 outstanding at March 31, 2009 and 17,642,552
      outstanding at December 31, 2008, respectively
                                                      
                                                      
                                                      21
                                                      
                                                      
                                                      
                                                      21Additional
      paid-in-capital
                                                      
                                                      
                                                      56,468
                                                      
                                                      
                                                      
                                                      55,901Retained
      earnings
                                                      
                                                      
                                                      76,104
                                                      
                                                      
                                                      
                                                      75,540Treasury
      stock
                                                      
                                                      
                                                      (54,830
                                                      )
                                                      
                                                      
                                                      (54,867
                                                      )Total
      stockholders' equity
                                                      
                                                      
                                                      77,763
                                                      
                                                      
                                                      
                                                      76,595Total
      liabilities and stockholders' equity
                                                      
                                                      $
                                                      120,243
                                                      
                                                      
                                                      $
                                                      134,753





The
accompanying Notes are an integral part of these Consolidated Financial
Statements


2


HOUSTON
WIRE & CABLE COMPANY


Consolidated
Statements of Income


(Unaudited)


(In
thousands, except share and per share data)





Three Months Ended
                  March 31,2009
                
                
                2008Sales
                
                $
                65,832
                
                
                $
                89,441Cost
      of sales
                
                
                52,019
                
                
                
                66,774Gross
      profit
                
                
                13,813
                
                
                
                22,667Operating
      Expenses:Salaries
      and commissions
                
                
                5,538
                
                
                
                6,076Other
      operating expenses
                
                
                4,620
                
                
                
                4,984Depreciation
      and amortization
                
                
                142
                
                
                
                127Total
      operating expenses
                
                
                10,300
                
                
                
                11,187Operating
      income
                
                
                3,513
                
                
                
                11,480Interest
      expense
                
                
                155
                
                
                
                541Income
      before income taxes
                
                
                3,358
                
                
                
                10,939Income
      taxes
                
                
                1,294
                
                
                
                4,202Net
      income
                
                $
                2,064
                
                
                $
                6,737Earnings
      per share:Basic
                
                $
                0.12
                
                
                $
                0.37Diluted
                
                $
                0.12
                
                
                $
                0.37Weighted
      average common shares outstanding:Basic
                
                
                17,642,856
                
                
                
                18,081,809Diluted
                
                
                17,649,340
                
                
                
                18,121,280Dividends
      declared per share
                
                $
                0.085
                
                
                $
                0.085





The
accompanying Notes are an integral part of these Consolidated Financial
Statements


3


HOUSTON
WIRE& CABLE COMPANY


Consolidated
Statements of Cash Flows


(Unaudited)


(In
thousands)





Three
      MonthsEnded March 31,2009
                
                
                2008Operating
      activitiesNet
      income
                
                $
                2,064
                
                
                $
                6,737Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                
                
                142
                
                
                
                127Amortization
      of capitalized loan costs
                
                
                20
                
                
                
                20Amortization
      of unearned stock compensation
                
                
                599
                
                
                
                519Provision
      for returns and allowances
                
                
                (45
                )
                
                
                (11
                )Provision
      for inventory obsolescence
                
                
                147
                
                
                
                (6
                )Deferred
      income taxes
                
                
                (341
                )
                
                
                (447
                )Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                9,005
                
                
                
                2,382Inventories
                
                
                5,807
                
                
                
                (249
                )Prepaid
      expenses
                
                
                (182
                )
                
                
                (193
                )Other
      assets
                
                
                4
                
                
                
                (18
                )Book
      overdraft
                
                
                (4,046
                )
                
                
                (1,965
                )Trade
      accounts payable
                
                
                (2,924
                )
                
                
                1,379Accrued
      and other current liabilities
                
                
                (1,511
                )
                
                
                (5,086
                )Income
      taxes payable
                
                
                44
                
                
                
                4,533Net
      cash provided by operating activities
                
                
                8,783
                
                
                
                7,722Investing
      activitiesExpenditures
      for property and equipment
                
                
                (48
                )
                
                
                (116
                )Net
      cash used in investing activities
                
                
                (48
                )
                
                
                (116
                )Financing
      activitiesBorrowings
      on revolver
                
                
                67,124
                
                
                
                91,157Payments
      on revolver
                
                
                (74,365
                )
                
                
                (86,387
                )Proceeds
      from exercise of stock options
                
                
                6
                
                
                
                18Payment
      of dividends
                
                
                (1,500
                )
                
                
                (1,527
                )Excess
      tax benefit for options
                
                
                —
                
                
                
                41Purchase
      of treasury stock
                
                
                —
                
                
                
                (10,908
                )Net
      cash used in financing activities
                
                
                (8,735
                )
                
                
                (7,606
                )Net
      change in cash
                
                
                —
                
                
                
                —Cash
      at beginning of period
                
                
                —
                
                
                
                —Cash
      at end of period
                
                $
                —
                
                
                $
                —





The
accompanying Notes are an integral part of these Consolidated Financial
Statements.


4


HOUSTON
WIRE & CABLE COMPANY


Notes
to Consolidated Financial Statements


(Unaudited)


(in
thousands, except share and per share data)




1.
Basis of Presentation





Houston
Wire & Cable Company (“HWC” or the “Company”) through its wholly owned
subsidiaries, HWC Wire & Cable Company, Advantage Wire & Cable and Cable
Management Services Inc., distributes specialty electrical wire and cable to the
U.S. electrical distribution market through eleven locations in ten states
throughout the United States.  The Company has no other business
activity.





The
consolidated financial statements as of March 31, 2009 and for the three months
ended March 31, 2009 and 2008 have been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”) for interim financial
information and Article 10 of Regulation S-X.  Accordingly they do not
include all of the information and footnotes required by GAAP for complete
financial statements.  In the opinion of management, all adjustments,
consisting only of normal recurring accruals, considered necessary for a fair
presentation of the results of these interim periods have been
included.  The results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full
year.





The
preparation of the financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes.  The most significant
estimates are those relating to the allowance for doubtful accounts, the reserve
for returns and allowances, the inventory obsolescence reserve and the accrual
for vendor rebates.  These estimates are continually reviewed and
adjusted as necessary, but actual results could differ from those
estimates.





For
further information, refer to the consolidated financial statements and
footnotes thereto included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the Securities and Exchange Commission (the
“SEC”).





Reclassifications





Certain
prior period amounts have been reclassified to conform to the current period
presentation.





Adoption
of New Accounting Policy





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007),
Business Combinations
(“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest in the
acquiree and the goodwill acquired. SFAS 141(R) also requires transaction costs
related to the business combination to be expensed as incurred and establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. SFAS 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. The Company adopted SFAS 141 (R) on January 1, 2009. The adoption did
not have an impact on the financial statements.





2.
Earnings per Share





In
accordance with SFAS No. 128, Earnings per Share , basic
earnings per share is calculated by dividing the net income by the weighted
average number of common shares outstanding. Diluted earnings per share include
the dilutive effects of stock option awards. The denominator for each period
presented was determined as follows:





Three Months Ended
                        March 31,2009
                      
                      
                      2008Denominator:Weighted
      average common shares for basic earning per share
                      
                      
                      17,642,856
                      
                      
                      
                      18,081,809Effect
      of dilutive securities
                      
                      
                      6,484
                      
                      
                      
                      39,471Weighted
      average common shares for diluted earnings per share
                      
                      
                      17,649,340
                      
                      
                      
                      18,121,280


5


The
weighted average common shares for diluted earnings per share for the periods
ended March 31, 2009 and March 31, 2008 exclude stock options to purchase
1,163,501 and 847,500 shares, respectively. Since these options have exercise
prices that are higher than the average market price of the Company’s common
stock, including them in the calculation would have an anti-dilutive effect on
earnings per share for the respective periods.





3. Long Term
Obligations





The
Company’s current loan and security agreement provides for a $75,000 revolving
loan, bears interest at the agent bank’s base interest rate and matures on May
21, 2010. The lender has a security interest in all of the assets of the Company
and availability is calculated as a percentage of qualifying accounts receivable
and inventory. The Company is in compliance with the financial covenants
governing its indebtedness.





4.
Stockholders’ Equity





The Board
of Directors approved a stock repurchase program to be completed on or before
December 31, 2009, where the Company is authorized to purchase from time to time
up to $75,000 of its outstanding shares of common stock, depending on market
conditions, trading activity, business conditions and other
factors.  Shares of stock purchased under the program are currently
being held as treasury shares and may be used to satisfy the exercise of
options, to fund acquisitions, or for other uses as authorized by the Board of
Directors.  During the quarter ended March 31, 2009, the Company did
not repurchase any of its outstanding shares. During the quarter ended March 31,
2008, the Company repurchased 727,802 shares for a total cost of
$10,188.





On
February 4, 2009, the Board of Directors approved a quarterly dividend of $0.085
per share payable to stockholders of record on February 17,
2009.  Dividends paid were $1,500 and $1,527 during the three months
ended March 31, 2009 and 2008, respectively.





5.
Stock Based Compensation





On
December 17, 2008, the Company granted options to purchase 65,000 shares of its
common stock to the Company’s chief executive officer with the exercise price
equal to the fair market value of the Company’s stock at the close of trading on
December 17, 2008. These options have a contractual life of ten years and vest
50% on March 9, 2011 and the remaining 50% on March 9, 2012, provided that in
the event of the chief executive officer’s death or permanent disability, such
options would vest ratably based on the days served from the date of
grant.




On May 8,
2008, at the Annual Meeting of Stockholders, the Company issued options to
purchase 5,000 shares of its common stock to each non-employee director who was
re-elected (other than the Chairman of the Board, who received an option to
purchase 10,000 shares of the Company’s common stock) and 15,000 shares of
common stock to the newly-elected non-employee director, for an aggregate of
45,000 shares. Each option has an exercise price equal to the fair market value
of the Company’s common stock at the close of trading on May 8, 2008, has a
contractual life of ten years and vests one year after the date of
grant.





On
January 9, 2008, the Company granted options to purchase 65,000 shares of its
common stock to the Company’s chief executive officer with an exercise price
equal to the fair market value of the Company’s stock at the close of trading on
January 9, 2008. These options have a contractual life of ten years and vest 50%
on March 9, 2011 and the remaining 50% on March 9, 2012, provided that in the
event of the chief executive officer’s death or permanent disability, such
options would vest ratably based on the days served from the date of
grant.





There
were no options granted during the first quarter of 2009. The following
assumptions were used to calculate the fair value of the Company’s options on
the date of grant during the three months ended March 31, 2008:





2008Expected
      volatility
                        
                        
                        68
                        %Expected
      life in years
                        
                        5.5
      yearsRisk-free
      interest rate
                        
                        
                        3.82
                        %Dividend
      yield
                        
                        
                        2.50
                        %





Total
stock-based compensation cost was $599 and $519 for the three months ended March
31, 2009 and 2008, respectively. Total income tax benefit recognized for
stock-based compensation arrangements was $232 and $200 for the three months
ended March 31, 2009 and 2008, respectively.





As of
March 31, 2009, there was $6,025 of total unrecognized stock compensation cost
related to nonvested share-based compensation arrangements. The cost is expected
to be recognized over a weighted average period of approximately 38
months.


6


6.
Contingencies





HWC,
along with many other defendants, has been named in a number of lawsuits in the
state courts of Minnesota, North Dakota and South Dakota alleging that certain
wire and cable which may have contained asbestos caused injury to the plaintiffs
who were exposed to this wire and cable. These lawsuits are individual personal
injury suits that seek unspecified amounts of money damages as the sole remedy.
It is not clear whether the alleged injuries occurred as a result of the wire
and cable in question or whether HWC, in fact, distributed the wire and cable
alleged to have caused any injuries. The Company maintains general liability
insurance that has applied to these claims. To date, all costs associated with
these claims have been covered by the applicable insurance policies and all
defense of these claims has been handled by the applicable insurance companies.
In addition, HWC did not manufacture any of the wire and cable at issue, and HWC
would rely on any warranties from the manufacturers of such wire and cable if it
were determined that any of the wire or cable that HWC distributed contained
asbestos which caused injury to any of these plaintiffs. In connection with
ALLTEL's sale of the Company in 1997, ALLTEL provided indemnities with respect
to costs and damages associated with these claims that HWC believes it could
enforce if its insurance coverage proves inadequate.





Other
than the foregoing cases, there are no legal proceedings pending against or
involving the Company that, in management's opinion, based on the current known
facts and circumstances, are expected to have a material adverse effect on the
Company's consolidated financial position, cash flows, or results from
operations.





7.
Subsequent Events





On May 8,
2009, the Board of Directors approved a dividend on the shares of common stock
of the Company in the amount of $0.085 per share, payable on May 29, 2009, to
stockholders of record at the close of business on May 18, 2009.





Following
the Annual Meeting of Stockholders on May 8, 2009, the Company issued options to
purchase 5,000 shares of its common stock to each non-employee director who was
re-elected (other than the Chairman of the Board, who received an option to
purchase 10,000 shares of the Company’s common stock), for an aggregate of
35,000 shares. Each option has an exercise price equal to the fair market value
of the Company’s common stock at the close of trading on May 8, 2009, has a
contractual life of ten years and vests one year after the date of
grant.





PART II. OTHER
INFORMATION





Item 6.
 Exhibits





(a) Exhibits required by Item 601
of Regulation S-K.




Exhibit
    Number
              
              Document
      Description31.1
              
              Certification by Charles A.
      Sorrentino pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
              
              Certification by Nicol G. Graham
      pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification by Charles A.
      Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


7


Signature





Pursuant
to the requirements 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.




Date:  August
      4, 2009
              HOUSTON
      WIRE & CABLE COMPANYBY: /s/ Nicol G. GrahamNicol
      G. Graham, Chief Financial
Officer


8


EXHIBIT INDEX





Exhibit
    Number
              
              Document
      Description31.1
              
              Certification by Charles A.
      Sorrentino pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
              
              Certification by Nicol G. Graham
      pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification by Charles A.
      Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


9