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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer 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 a shell company (as defined in Rule 12b-2 of the Exchange Act).

   Yes [  ]     No [X]

State the number of shares of each of the issuer's classes of common equity, as of the latest practicable date.

Date: July 31, 2006	Class:	Common Stock, par value $.01 per share
		Shares Outstanding: 22,906,160

Transitional Small Business Disclosure Format (check one):    Yes [  ]     No [X]

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Part I

DERMA SCIENCES, INC.

FORM 10-QSB/A

INDEX

Description			Page
Part I - Condensed Financial Information
	Item 1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets - June 30, 2006 (Unaudited) and December 31, 2005	3
		Condensed Consolidated Statements of Operations - Three months ended June 30, 2006 and 2005 (Unaudited)	4
		Condensed Consolidated Statements of Operations - Six months ended June 30, 2006 and 2005 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2006, 2006 and 2005 (Unaudited)	6
		Notes to Condensed Consolidated Financial Statements (Unaudited)	7
	Item 2.	Management's Discussion and Analysis or Plan of Operation	20
	Item 3.	Controls and Procedures	37
(*)	Item 4.	Submission of Matters to a Vote of Security Holders	37
Part II - Other Information
	Item 1.	Legal Proceedings	39
	Item 6.	Exhibits	39

Forward Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in political, economic, business, competitive, market and regulatory factors.

_________________

(*)     Item added by the present amendment.

1

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        The annual meeting of shareholders of the Company was held on May 11, 2006. At the annual meeting, the following matters were submitted to a vote of the Company’s security holders with the results indicated:

        Proposal 1 – Election of Directors

        The following director-nominees, consisting of all director-nominees, were elected directors to serve as such for one year or until their successors have been elected and qualify: Edward J. Quilty, Stephen T. Wills, CPA, MST, Srini Conjeevaram, James T. O’Brien, Richard J. Keim, C. Richard Stafford, Esq., Robert G. Moussa and Bruce F. Wesson.

        Proposal 2 – Amendment to Stock Option Plan

        Shareholders approved the amendment of the Company’s stock option plan to increase the shares of common stock reserved for issuance upon exercise of options granted under the plan from 3,500,000 to 5,000,000. Details concerning the vote on proposal 2 are set forth below:

	In favor	7,015,635
	Against	551,060
	Abstentions	11,630
	Broker non-votes	2,319,383

        Proposal 3 – Adoption of Restricted Stock Plan

        Shareholders approved the adoption of the Company’s restricted stock plan and the reservation of 2,500,000 shares of common stock for issuance under the plan. Details concerning the vote on proposal 3 are set forth below:

	In favor	7,034,371
	Against	577,312
	Abstentions	6,242
	Broker non-votes	2,279,783

        Proposal 4 – Increase in Authorized Common Stock

        Shareholders approved the amendment of the Company’s articles of incorporation to increase the number of shares of common stock the Company is authorized to issue from 30,000,000 to 50,000,000. Details concerning the vote on proposal 4 are set forth below:

	In favor	9,680,757
	Against	210,035
	Abstentions	6,916
	Broker non-votes	0

      Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm

        Shareholders ratified the appointment of J.H. Cohn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2006. Details concerning the vote on proposal 5 are set forth below:

	In favor	9,809,512
	Against	76,270
	Abstentions	11,926
	Broker non-votes	0

37

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Index 

        The Company solicited proxies relative to each of the foregoing proposals and, as to proposal 1, each director-nominee pursuant to Regulation 14A under the Securities Exchange Act of 1934. No proxies were solicited in opposition to any of the proposals.

38

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Index 

Part II — Other Information

Item 1. Legal Proceedings

        None.

Item 6. Exhibits

        All exhibits required by Item 601 of Regulation S-B and required hereunder, as filed with the Securities and Exchange Commission in Form 10-KSB on March 31, 2006, are incorporated herein by reference.

	Exhibit	Description
	31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DERMA SCIENCES, INC.
Dated: October 20, 2006	By: /s/ John E. Yetter                 John E. Yetter, CPA     Chief Financial Officer

39

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Index 

EXHIBIT INDEX

	Exhibit	Description
	31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002