Form 10Q/A - First Quarter 2009 - Amendment No. 1

                                                                                                                                                              

United States Securities and Exchange Commission
Washington, D. C.  20549
____________________________

FORM 10-Q/A
(Amendment No. 1)
____________________________

(Mark One)

R

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 0-17321


 TOR MINERALS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

74-2081929
(I.R.S. Employer Identification No.)

722 Burleson Street, Corpus Christi, Texas  78402
 (Address of principal executive offices)

(361) 883-5591
(Issuer’s telephone number)
____________________________


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 R  No *


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

Large accelerated filer  *

Accelerated filer *

Non-accelerated filer *

Smaller reporting company R


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


Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class
 Common Stock, $0.25 par value

Shares Outstanding as of April 30, 2009
 9,453,492

                                                                                                                1


EXPLANATORY NOTE

TOR Minerals International, Inc. is filing this amendment to its Quarterly Report of Form 10-Q for the quarterly period ended March 31, 2009 (the "Form 10-Q"), solely to conform Exhibits 31.1 and 31.2 to exact wording required by Item 601(b)(31) of Regulation S-K.  This amendment should be read in conjunction with the original Form 10-Q, which continues to speak as of the date that the original Form 10-Q was filed.  Except as specifically noted above, this amendment does not modify or update any disclosures in the original Form 10-Q.  Accordingly, this amendment does not reflect events occurring after the filing of the original Form 10-Q or modify or update any disclosures that may have been affected by subsequent events.

2

Part II  -  Other Information

Item 6.

Exhibits

(a)

Exhibits

Exhibit 31.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1

Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 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.

 

TOR Minerals International, Inc.

 

____________

(Registrant)

Date:

September 15, 2009

OLAF KARASCH
 Olaf Karasch
President and CEO

Date:

September 15, 2009

BARBARA RUSSELL
 Barbara Russell
Acting CFO

                                                                                                                3