10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

COMMISSION FILE NUMBER: 1-14097

SAUER-DANFOSS INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3482074
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2800 E. 13th Street, Ames, Iowa	50010
(Address of principal executive offices)	(Zip Code)

(515) 239-6000

(Registrant's telephone number, including Area Code)

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

Common Stock, par value $0.01 per share	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

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

None

(Title of class)

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o    No x

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act"). Yes o    No x

         Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter periods 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 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 (§ 232.405 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: x

         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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x 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 Act): Yes o    No x

         The aggregate market value of the voting common stock of the registrant held by nonaffiliates based on the last sale price on June 30, 2010 was $141,069,244. (The registrant does not have any other authorized common equity.)

         As of March 14, 2011 there were 48,413,316 shares of common stock, $0.01 par value, of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         None.

TABLE OF CONTENTS

	Page No.
Explanatory Note	1
Part IV
Item 15. Exhibits and Financial Statements	2
Signatures	3
Index to Exhibits	5

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment No. 1”) of Sauer-Danfoss Inc. (the “Company”) amends the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2011 (the “Original Form 10-K”). Capitalized terms used but not defined in this Amendment No. 1 have the meanings specified in the Original Form 10-K.

This Amendment No. 1 is being filed solely to include Exhibit 21, Subsidiaries of the Registrant, which was inadvertently omitted from the Original Form 10-K.

Except as described in this Explanatory Note, no other information in the Original Form 10-K is being modified or amended by this Amendment No. 1. This Amendment No. 1 does not reflect events occurring after March 3, 2011, which was the filing date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC. This Amendment No. 1 consists solely of the preceding cover page, this Explanatory Note, Part IV (Item 15(a)(3)), the signature page, and the exhibits identified in Part IV (Item 15(a)(3)).

1

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)     The following documents are filed as a part of this report.

(3)     Exhibits

Exhibit No.	Description of Document
21	Subsidiaries of the Registrant.
24	Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011).
31.1	Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	The Registration Rights Agreement is attached as Exhibit 10.1(b) to Amendment No. 1 to the Company's Form S-1 Registration Statement filed on April 23, 1998, and is incorporated herein by reference.

(b)     The exhibits that are listed under Item 15(a)(3) above are filed or incorporated by reference hereunder.

2

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.

SAUER-DANFOSS INC.
By:	/s/ KENNETH D. MCCUSKEY
	Kenneth D. McCuskey Vice President and Chief Accounting Officer, Secretary

Date: March 16, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each person signing below also hereby appoints Sven Ruder and Kenneth D. McCuskey, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable Sauer-Danfoss Inc. to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.

Signature	Title	Date
/s/ SVEN RUDER	Director and President and Chief Executive Officer	March 16, 2011
Sven Ruder
/s/ JESPER V. CHRISTENSEN	Executive Vice President and Chief Financial Officer	March 16, 2011
Jesper V. Christensen
/s/ KENNETH D. MCCUSKEY	Vice President and Chief Accounting Officer, Secretary	March 16, 2011
Kenneth D. McCuskey
*	Director	March 16, 2011
Niels B. Christiansen
*	Director	March 16, 2011
Jørgen M. Clausen
*	Director	March 16, 2011
Kim Fausing

3

Signature	Title	Date
*	Director	March 16, 2011
Richard J. Freeland
*	Director	March 16, 2011
Per Have
*	Director	March 16, 2011
William E. Hoover, Jr.
*	Director	March 16, 2011
Johannes F. Kirchhoff
*	Director	March 16, 2011
Anders Stahlschmidt
*	Director	March 16, 2011
Steven H. Wood

*By:	/s/ KENNETH D. MCCUSKEY
	Kenneth D. McCuskey Attorney-in-Fact

4

INDEX TO EXHIBITS

Exhibit No.	Description of Document
21	Subsidiaries of the Registrant.
24	Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011).
31.1	Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a).

5

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

MARCH 2011

Sauer-Danfoss Inc.	Jurisdiction of Formation	Business Purpose
Sauer-Danfoss (US) Company	Delaware	Manufacturing & Sales
Hydro-Gear, Inc.	Delaware	Holding Company
Hydro-Gear Limited Partnership	Illinois	Manufacturing & Sales
TSD Integrated Controls LLC	Delaware	In Liquidation
Sauer-Danfoss-Daikin Pty Ltd.	Australia	Sales
Sauer-Danfoss BVBA	Belgium	Sales
Sauer-Danfoss Hidraulica Mobil Ltda.	Brazil	Manufacturing
Sauer-Danfoss Ltda.	Brazil	Sales
Sauer-Danfoss Shanghai Hydrostatic Transmission Co., Ltd.	China	Manufacturing
Sauer-Danfoss-Daikin Mobile Hydraulics (Shanghai) Co., Ltd.	China	Sales
Sauer-Danfoss Shanghai Co. Ltd.	China	Manufacturing
Sauer-Danfoss ApS	Denmark	Manufacturing & Sales
Sauer-Danfoss Holding ApS	Denmark	Holding Company
Sauer-Danfoss BV	Netherlands	Sales
Oy Sauer-Danfoss AB	Finland	Sales
Sauer-Danfoss S.A.S.	France	Sales
Sauer-Danfoss GmbH & Co. OHG	Germany	Manufacturing & Sales
Sauer-Danfoss GmbH	Germany	Holding/Management Company
Sauer-Danfoss Informatic GmbH	Germany	Information Services
Sauer-Danfoss India Private Limited	India	Manufacturing & Sales
Sauer-Danfoss S.r.l.	Italy	Manufacturing & Sales
Daikin-Sauer-Danfoss Manufacturing Ltd.	Japan	Manufacturing & Sales
Sauer-Danfoss-Daikin Ltd.	Japan	Sales
Sauer-Danfoss-Daikin Ltd. (Korea)	South Korea	Sales
Sauer-Danfoss AS	Norway	Sales
Sauer-Danfoss sp.z.o.o.	Poland	Manufacturing & Sales
Sauer-Danfoss LLC	Russia	Sales
Sauer-Danfoss-Daikin Pte. Ltd.	Singapore	Sales
Sauer-Danfoss a.s.	Slovakia	Manufacturing & Sales
Sauer-Danfoss SA	Spain	Sales
Sauer-Danfoss AB	Sweden	Manufacturing & Sales
Sauer-Danfoss Limited	United Kingdom	Sales

EX-31.1

EXHIBIT 31.1

Certification

I, Sven Ruder, certify that:

1.    I have reviewed this amendment to the annual report on Form 10-K for the year ended December 31, 2010 of Sauer- Danfoss 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.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer 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 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 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.

March 16, 2011 /s/ Sven Ruder Sven Ruder President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification

I, Jesper V. Christensen, certify that:

1.    I have reviewed this amendment to the annual report on Form 10-K for the year ended December 31, 2010 of Sauer- Danfoss 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.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer 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 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 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.

March 16, 2011 /s/ Jesper V. Christensen Jesper V. Christensen Executive Vice President and Chief Financial Officer