UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended March 31, 2008

Or

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

Commission File Number 000-33009

MEDCATH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	56-2248952
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10720 Sikes Place, Suite 300
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(704) 708-6600
(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 the 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 (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

As of April 30, 2008, there were 21,451,144 shares of $0.01 par value common stock outstanding.

TABLE OF CONTENTS

PART II. OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 10.1
Exhibit 10.2
Exhibit 31.3
Exhibit 31.4

Explanatory Note:

This Amendment No. 1 (the “Amendment”) amends MedCath Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 filed on May 9, 2008 (the “Original Filing”). This Amendment revises the Original Filing to include the information required in Part II. Other Information, Item 4. Submission of Matters to a Vote of Security Holders and to include the amendment to our Amended and Restated Outside Directors’ Stock Option Plan (the “Outside Directors’ Stock Option Plan”) and Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital within Part II. Other Information, Item 6. Exhibits. No other changes are being made by means of this Amendment. The remainder of the Original Filing is unchanged, is not reproduced in this Amendment and has not been modified or updated to reflect any subsequent events.

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

          The Company’s annual meeting of stockholders was held on March 5, 2008. The stockholders elected the nominees for Class I Directors. Directors whose terms of office continued after the annual meeting are John T. Casey, Adam H. Clammer, Edwin O. French, Edward A. Gilhuly, Paul B. Queally, and Jacque J. Sokolov, MD. In addition, the stockholders ratified the selection of Deloitte & Touché LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2008, and approved an amendment to the Outside Directors’ Stock Option Plan. The votes on these proposals were as follows:

1. Election of Class I Directors:

	For		Withheld
Robert S. McCoy, Jr.		19,123,494		239,679
John B. McKinnon		19,123,549		239,624
Galen D. Powers		18,809,542		553,631

2. Ratification of selection of Deloitte & Touché LLP as independent registered public accounting firm for the fiscal year ending September 30, 2008:

For	Against	Abstain	Broker Non-Vote
16,521,895	2,837,819	3,459	0

3. Approval of amendment to the Outside Directors’ Stock Option Plan:

For	Against	Abstain	Broker Non-Vote
14,345,790	3,855,604	15,585	1,146,194

Item 6. Exhibits

Exhibit
No.	Description
10.1	Amendment to Amended and Restated Outside Directors’ Stock Option Plan
10.2	Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of Principal 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

* Filed with Original Filing

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.

	MEDCATH CORPORATION
Dated: June 10, 2008	By:	/s/ O. EDWIN FRENCH
		O. Edwin French
		President and Chief Executive Officer (principal executive officer)
	By:	/s/ JAMES A. PARKER
		James A. Parker
		Interim Chief Financial Officer (principal financial officer)
	By:	/s/ LORA RAMSEY
		Lora Ramsey
		Vice President — Controller (principal accounting officer)

EXHIBIT INDEX

Exhibit
No.	Description
10.1	Amendment to Amended and Restated Outside Directors’ Stock Option Plan
10.2	Asset Purchase Agreement By and Between Heart Hospital of DTO, LLC and Good Samaritan Hospital
31.3	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002