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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

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Tucows Inc.
(Name of Subject Company (Issuer))

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Tucows Inc. (Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

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Common Stock, no par value per share
(Title of Class of Securities)

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898697107
(CUSIP Number of Class of Securities)

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Elliot Noss
Tucows Inc.
96 Mowat Avenue
Toronto, Ontario M6K 3M1
(416) 535-0123

(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

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With a copy to:

Joanne Soslow, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000

CALCULATION OF FILING FEE

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Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 4,000,000 shares of common stock, no par value per share, at the maximum tender offer price of $0.45 per share in cash.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

third-party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:

o

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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        This Amendment No. 1 ("Amendment No. 1") amends and supplements the Tender Offer Statement on Schedule TO initially filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Act"), with the Securities and Exchange Commission on May 26, 2009 (the "Schedule TO") by Tucows Inc. ("Tucows" or the "Company"), in connection with the Company's offer to purchase 4,000,000 shares of its common stock, no par value per share, or such fewer number of shares as are properly tendered and not properly withdrawn, at a price not greater than $0.45 per share nor less than $0.36 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 26, 2009 (the "Offer to Purchase") and the accompanying letter of transmittal (the "Letter of Transmittal"), which together, as each may be amended and supplemented from time to time, constitute the tender offer (the "Offer").

        This Amendment No. 1 is being filed solely to amend and supplement the Offer to Purchase and to amend the Letter of Transmittal and the Notice of Guaranteed Delivery as follows:

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All references to the "expiration date" in the Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery or the related tender offer documents now mean July 9, 2009, at 5:00 P.M. New York City time (previously, the Offer was scheduled to expire on June 23, 2009), unless we, in our sole discretion, further extend the period of time during which the Offer will remain open or terminate the Offer.



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All references to the number of shares we may purchase now mean 1,000,000 shares of common stock (previously 4,000,000 shares of common stock).



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All references to the percentage of outstanding shares as of May 14, 2009 represented by the number of shares we may purchase now mean approximately 1.45% (previously 5.8%).

        This Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12.    Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by the addition of Exhibits (a)(1)(G), (a)(1)(H), (a)(1)(I), (a)(1)(J), (a)(1)(K), (a)(5)(C), and (a)(5)(D), and as so amended, is restated as follows:

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Previously filed with the Schedule TO on May 26, 2009.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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Previously filed with the Schedule TO on May 26, 2009.

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Item 12. Exhibits.

SIGNATURE
EXHIBIT INDEX