HMN Financial (HMNF) 10-Q/A 2007 Q3 Quarterly report (amended)

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 September 30, 2008

OR

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

For the transition period from                    to                    

Commission File Number 0-24100

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.

     Yesþ                 Noo

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 filero  Accelerated filerþ  Non-accelerated filero
(Do not check if a smaller reporting company) Smaller reporting companyo 

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

     Yeso                 Noþ

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

TABLE OF CONTENTS

	ITEM 6. Exhibits
SIGNATURES
EX-3.2
EX-31.1
EX-31.2
EX-32

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.

2

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. Registrant
Date: December 19, 2008	/s/ Michael McNeil
	Michael McNeil,
	President/Chief Executive Officer (Principal Executive Officer) (Duly Authorized Representative)
Date: December 19, 2008	/s/ Jon Eberle
	Jon Eberle,
	Chief Financial Officer (Principal Financial Officer)

3

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

*1	Incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 0-24100).
*2	Incorporated by reference to the same numbered exhibit to the Company’s Registration Statement on Form S-1 dated April 1, 1994 (File No. 33-77212).

4