UNITED STATES

SECURITIES & EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

______________________

 

FORM 10-Q

 

x The Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the three months ended September 26, 2008, or

 

For the transition period from ______________ to ______________.

 

 

 

TECHNITROL, INC.

(Exact name of registrant as specified in its Charter)

 

 

 

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 the filing requirements for at least the past 90 days.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act)

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of November 3, 2008:  40,998,413

 

Explanatory Note

 

This Amendment No. 1 to Technitrol, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 26, 2008, filed with the Securities and Exchange Commission on November 3, 2008 (the “Form 10-Q”) is being filed solely to provide corrected certifications pursuant to Exchange Act 13a-14(a) by inserting the statutory reference to internal control over financial reporting that was inadvertently omitted from the introductory sentence of paragraph 4 of the certifications previously filed as Exhibits 31.1 and 31.2 to the Form 10-Q.

 

There have been no changes from the original Form 10-Q other than described above. This Amendment No. 1 does not reflect events occurring after the original filing of the Form 10-Q, or modify or update in any way disclosures made in the Form 10-Q.

 

 

 

Signatures

 

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.

 

 

 

 

 

 

 

---