UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 29, 2008
	or
o		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 001-33209

ALTRA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		61-1478870 (I.R.S. Employer Identification No.)

14 Hayward Street, Quincy, Massachusetts (Address of principal executive offices)		02171 (Zip code)

(617) 328-3300
(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 þ     No o

     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. (Check one):

Large Accelerated filer   o		Accelerated filer   þ		Non-accelerated filer   o		Smaller reporting company   o

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

     As of May 1, 2008, 26,407,499 shares of Common Stock, $.001 par value per share, were outstanding.

 

 

TABLE OF CONTENTS

		Page #
EXPLANATORY NOTE			3
PART II
Item 6. Exhibits			3
SIGNATURES			4
EX-31.1 Section 302 Certification of C.E.O.
EX-31.2 Section 302 Certification of C.F.O.
EX-32.1 Section 906 Certification of C.E.O.
EX-32.2 Section 906 Certification of C.F.O.

EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Altra Holdings, Inc. (“the Company”) for the period ended March 29, 2008, as filed by the Company on May 7, 2008. This amendment to the Quarterly Report is being filed solely to amend the certifications appended as Exhibits 31.1 and 31.2. This amendment does not alter or affect any other part or any other information originally set forth in the Quarterly Report.

EXHIBIT INDEX

Exhibit
Number		Description
3.1(1)		Second Amended and Restated Certificate of Incorporation of the Registrant.
3.2(1)		Amended and Restated Bylaws of the Registrant.
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.