UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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 September 30, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) FOR THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

HMN FINANCIAL, INC.

(Exact name of Registrant as specified in its Charter)

Delaware		41-1777397
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1016 Civic Center Drive N.W., Rochester, MN		55901
(Address of principal executive offices)		(ZIP Code)
Registrant’s telephone number, including area code:		(507) 535-1200

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 the definitions 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 (Do not check if a smaller reporting company)		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

Indicate the number of shares outstanding of each of the issuer’s common stock as of the latest practicable date.

Class		Outstanding at October 10, 2008
Common stock, $0.01 par value		4,167,630

 

 

HMN FINANCIAL, INC.
FORM 10-Q/A
(Amendment No. 1)

Explanatory Note
 

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, which we originally filed with the Securities and Exchange Commission, or SEC, on November 11, 2008, to include Exhibit  3.2 – Amended and Restated By-Laws, which previously was incorporated by reference. The version of the Amended and Restated By-Laws that previously was incorporated by reference included typographical errors. No revisions are being made pursuant to this Form 10-Q/A to our financial statements or any other disclosure contained in the Quarterly Report on Form 10-Q.

ITEM 6. Exhibits.

Incorporated by reference to the index to exhibits included with this report immediately following the signature page.

SIGNATURES

Pursuant to the requirement 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.

HMN FINANCIAL, INC.
INDEX TO EXHIBITS
FOR FORM 10-Q

										Sequential
						Reference				Page Numbering
Regulation						to Prior				Where Attached
S-K						Filing or				Exhibits Are
Exhibit						Exhibit				Located in This
Number				Document Attached Hereto		Number				Form 10-Q Report
	3.1			Amended and Restated Articles of Incorporation			*1			N/A
	3.2			Amended and Restated By-laws			3.2			Filed Electronically
	4			Form of Common Stock Including indentures			*2			N/A
	31.1			Rule 13a-14(a)/15d-14(a) Certification of CEO			31.1			Filed Electronically
	31.2			Rule 13a-14(a)/15d-14(a) Certification of CFO			31.2			Filed Electronically
	32			Section 1350 Certification of CEO and CFO			32			Filed Electronically