10-Q/A

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                             -------------------

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

                             -------------------
(Mark One)

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

               For the quarterly period ended June 25, 2005

                                     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 0-18914

                                 R&B, INC.
           (Exact name of Registrant as specified in its charter)

                             -------------------

                      The Commonwealth of Pennsylvania
         (State or other jurisdiction of incorporation or organization)


                                  23-2078856
                       (I.R.S. Employer Identificaiton No.)

             3400 East Walnut Street, Colmar, Pennsylvania 18915
             (Address of principal executive offices)  (Zip Code)

                              (215) 997-1800
              (Registrant's telephone number, including area code)

                               Not Applicable
             (Former name, former address and former fiscal year, if
                          changed since last report)

                             -------------------

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 |X| No|_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes [_] No [X]

As of August 1, 2005 the Registrant had 17,932,129 shares of common stock, $.01
par value, outstanding.
- -----------------------------------------------------------------------------

                               Page 1 of 3



                                Explanatory Note

R&B, Inc. is filing this amendment to the quarterly report form 10-Q for the
quarter ended June 25, 2005 solely to corect certain typographical errors on
the cover page and in the certifications required by the rules and regulations
of the Securities and Exchange Commission implementing Section 302 of the
Sarbanes-Oxley Act of 2002.  There were no other changes to the quarterly
report included in this Form 10-Q/A (Amendment No. 1) other than the previously
described changes to the cover page and certifications included as Exhibits
31.1 and 31.2 hereof.

                              Page 2 of 3



                              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.


                                         R & B, INC.


Date   November 21, 2005                 \s\ Richard Berman
    --------------                       -------------------------
                                         Richard Berman
                                         President and Chief Executive Officer






Date   November 21, 2005                 \s\ Mathias Barton
    ---------------                      --------------------------
                                         Mathias Barton
                                         Chief Financial Officer and
                                         Principal Accounting Officer


                               Page 3 of 3

EX-31

                              Exhibit 31.1
                              CERTIFICATION

I, Richard Berman, certify that: 1. I have reviewed this Form 10-Q/A of
R&B, Inc.; 2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with  respect to the period covered by this report;
3. Intentionally Omitted; 4. The registrant's other certifying officer(s) and
I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f))for the registrant and have,
       a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
       b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
       c)Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation, and
       d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting,
and 5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
       a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
       b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: November 21, 2005




\s\ Richard Berman
Richard Berman
President and Chief Executive Officer

EX-31

                             Exhibit 31.2
                             CERTIFICATION

I, Mathias Barton, certify that:

1. I have reviewed this Form 10-Q/A of R&B, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Intentionally Omitted;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have,
       a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
       b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
       c)Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation, and
       d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting,
and 5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
       a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
       b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: November 21, 2005





\s\ Mathias Barton
Mathias Barton
Chief Financial Officer