UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		October 1, 2008
The Allied Defense Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware	1-11376			04-2281015
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
8000 Towers Crescent Drive, Suite 260, Vienna, VA				22182
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(703) 847-5268
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Form 8-K/A is being filed to amend The Allied Defense Group, Inc. (the “Company”) Form 8-K, filed on October 7, 2008, to correct for the tax provision provided in the Unaudited Pro Forma Financial Statements presented to give effect to the sale of substantially all of the assets of the Company’s Global Microwave Systems, Inc. (“GMS”) subsidiary.

The tax provision provided in the Form 8-K filed on October 7, 2008 assumed the Company could use its California state net operating loss carry forwards to offset the current California taxable gain resulting from the sale of the GMS assets. However, based on a recent California tax law change that became effective on September 30, 2008 temporarily suspending for the 2008 and 2009 taxable years the use of California net operating loss carryforwards, our ability to offset the California taxable gain on the GMS asset sale with our California net operating loss carryforwards was eliminated. As a result of this recent tax law change, the current tax liability on the gain recognized on the sale of the GMS assets increased by $368,000.

No other changes or updates have been made to the October 7, 2008 Form 8-K, but in the interest of clarity this filing amends and restates the October 7^th filing.

Section 2 - Financial Information.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2008, The Allied Defense Group, Inc. (the “Company”) and Global Microwave Systems, Inc. (“GMS”), a subsidiary of the Company, completed the sale of substantially all of the assets and business of GMS to GMS Cobham, Inc. (the “Buyer”), a subsidiary of Cobham, plc. The sale was completed in accordance with the terms and conditions of the Asset Purchase Agreement dated as of August 19, 2008.

A copy of the press release that the Company issued to announce the closing of the transaction is furnished as Exhibit 99.1.

In accordance with the requirements under the Amended and Restated Senior Secured note holders’ agreement, the Company will notify the note holders of the sale and the note holders have the right to elect for the Company to use a portion of the net proceeds of the sale to redeem a portion of the notes. The pro forma financial statements provided in Section 9 of this Form 8-K does not reflect any such redemption, except as set forth in the footnotes thereto.

Section 9 - Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(b)Pro forma financial information.

In accordance with Item 9.01(b)(1) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 9.1.

(c)Exhibits

2.1Asset Purchase Agreement dated as of August 19, 2008 (incorporated by reference from the Company’s Form 8-K as filed with the Securities and Exchange Commission on August 20, 2008).

9.1Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of June 30, 2008 and Unaudited Pro Forma Condensed Consolidated Statements of Operations of the Company for the six months ended June 30, 2008 and the year ended December 31, 2007.

99.1Press Release of the Company dated October 1, 2008.

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 hereunto duly authorized.

The Allied Defense Group, Inc. (Registrant)
By:	/s/ Deborah F. Ricci
	Deborah F. Ricci, Chief Financial Officer and Treasurer
	Date: October 14, 2008