SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission file number 1-7872

BREEZE-EASTERN CORPORATION

Delaware (State or other jurisdiction of incorporation or organization)		95-4062211 (I.R.S. employer identification no.)

35 Melanie Lane Whippany, New Jersey (Address of principal executive offices)		07981 (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01		NYSE Amex
(Title of class)		(Name of Exchange on Which Registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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):

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant on September 27, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the closing price of the registrant’s common stock on the NYSE Amex (formerly American Stock Exchange) on such date, was $21,248,350. Shares of common stock held by executive officers and directors have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose.

As of June 1, 2010, the registrant had 9,396,950 shares of common stock outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

The registrant’s Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of those portions that are specifically incorporated by reference in this Annual Report on Form 10-K, such Proxy Statement shall not be deemed filed as part of this Report or incorporated by reference herein.

EXPLANATORY NOTE

     Breeze-Eastern Corporation (the “Company,” “we” or “us”) is filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the year ended March 31, 2010 (the “Form 10-K”), which was originally filed on June 28, 2010, for the sole purpose of amending and restating Exhibit 23.1, Consent of Marcum LLP (“Marcum”), to include a consent to the incorporation by reference into our registration statements on Form S-8 of Marcum’s report relating to our consolidated financial statements, financial statement schedules and our management’s report on internal control over financial reporting for the year ended March 31, 2010.

     No other revisions or amendments have been made to any other portion of our Form 10-K. This Amendment does not reflect events occurring after June 28, 2010, the date of the original filing of the Form 10-K, or modify or update those disclosures that may have been affected by subsequent events. In addition, currently-dated certifications from our Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Date: July 6, 2010

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm
31.1		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302
31.2		Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section 302
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Sarbanes Oxley Act of 2002 Section 906