UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2008

or



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 0-4036





KREISLER MANUFACTURING

CORPORATION

(Name of
Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-1047792                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

180 Van Riper Avenue, Elmwood Park, New Jersey 07407

(Address of Principal Executive Offices) (Zip Code)

Registrants telephone number: 201-791-0700





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



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of Each Class                     |  | Name of Each Exchange on Which Registered
|Common Stock, $.125 par value per share |  | Nasdaq Capital Market                    

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

Not applicable

(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.    Yes   ̈    No  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    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 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 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 (Check one).



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the registrants voting and non-voting common equity held by non-affiliates of
the issuer as of the close of business on December 31, 2007 was approximately $15,886,000(1).

The number of shares of Common Stock outstanding as of September 26, 2008, the most recent practicable date prior to the filing of this Annual Report on Form 10-K,
was 1,867,948 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrants Proxy Statement to be filed in connection with its 2008 Annual Meeting of Stockholders are incorporated by reference in Part III of this Report.



|(1) | The aggregate market value of the voting and non-voting common equity stock set forth herein equals the number of shares
of Common Stock outstanding, reduced by the number of shares of Common Stock held by executive officers, directors and stockholders owning in excess of 10% of the registrants Common Stock, multiplied by the last closing price for the Common
Stock as quoted on the Nasdaq Capital Market on December 31, 2007. The information provided shall in no way be construed as an admission that any person whose holdings are excluded from this figure is an affiliate of the registrant or that any
person whose holdings are included in this figure is not an affiliate of the registrant and any such admission is hereby disclaimed. The information provided herein is included solely for record keeping purposes of the Securities and Exchange
Commission.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K (the Amended Report) amends the original Annual Report on Form 10-K of Kreisler Manufacturing Corporation for the fiscal year ended June 30, 2008, which was
filed with the Securities and Exchange Commission (the SEC) on September 29, 2008 (the Original Report). Unless otherwise indicated, or the context requires otherwise, references in the Amended Report to
Kreisler, the Company, we, us, and our or similar terms are to Kreisler Manufacturing Corporation and its subsidiaries.

The Amended Report is being filed by the Company to provide revised Exhibits 31.1 and 31.2 which contain the Certification of the Chief Executive Officer
and the Certification of the Chief Financial Officer, respectively. The Certifications included in Exhibits 31.1 and 31.2 to the Original Report inadvertently omitted the language required to be included in paragraph 4(b) of such certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

The Amended Report does not affect any other items in our Original Report.
Because no financial statements are contained in this Amended Report, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as otherwise expressly stated for the items amended in this Amended
Report, this Amended Report continues to speak as of the date of the Original Report and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amended
Report should be read in conjunction with our Original Report and our other filings made with the SEC subsequent to the filing of the Original Report.

The Amended Report also includes a correction, due to a typographical error, of the date of the consent of Rothstein, Kass & Company, P.C., our independent registered public accountants, in Exhibit 23.1, from
September 29, 2008 in the Original Report to September 26, 2008.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following exhibits
are filed with this Report.



|     |  |                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|23.1 |  | Consent of Rothstein, Kass & Company, P.C.                                                                                                                                              
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes- Oxley Act of
2002.(1)
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of
2002.(1) 



|(1) | The certifications attached as Exhibits 31.1, 31.2 and 32.1 that accompany this Annual Report on Form 10-K,
will not be deemed (i) filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise be subject to the liability of that section; or
(ii) incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 whether made before or after the date of this Form 10-K, irrespective of any general incorporation
language contained in such filing, except to the extent that the Company specifically incorporates them by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



|                                   |  |                                                        
|---------------------------------- |  | -------------------------------------------------------
|KREISLER MANUFACTURING CORPORATION
|                                   | 
|By:                                |  | /s/ Edward A. Stern                                    
|                                   |  | Edward A. Stern, Co-President & Chief Financial Officer

Date: October 20, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                          |  |                                                                                |  |                 
|----------------------------------------- |  | ------------------------------------------------------------------------------ |  | ----------------
|NAME                                      |  | TITLE                                                                          |  | DATE            
|                                          |  |                                                                               
|/s/ Michael D. Stern Michael D. Stern     |  | Co-President & Chief Executive Officer, Director (Principal Executive Officer) |  | October 20, 2008
|                                          |  |                                                                               
|/s/ Edward A. Stern Edward A. Stern       |  | Co-President & Chief Financial Officer (Principal Financial Officer)           |  | October 20, 2008
|                                          |  |                                                                               
|/s/ Wallace N. Kelly Wallace N. Kelly     |  | Director, Chairman of the Board                                                |  | October 20, 2008
|                                          |  |                                                                               
|/s/ Ronald Nussle, Jr. Ronald Nussle, Jr. |  | Director                                                                       |  | October 20, 2008
|                                          |  |                                                                               
|/s/ John W. Poling John
W. Poling         |  | Director                                                                       |  | October 20, 2008
|                                          |  |                                                                               
|/s/ Richard T. Swope Richard T. Swope     |  | Director                                                                       |  | October 20, 2008







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EXHIBIT INDEX



|     |  |                                                                                                                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|23.1 |  | Consent of Rothstein, Kass & Company, P.C.                                                                                                                                           
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes- Oxley Act of
2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of
2002.