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                United States Securities and Exchange Commission
                              Washington D.C. 20549

                                   Form 10-K/A
    (Mark One)
      [  X  ]     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended May 31, 2009

                                       OR

      [     ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE EXCHANGE ACT OF 1934

                         Commission file number 0-12866

                                   PHAZAR CORP

             (Exact name of registrant as specified in its charter)

              Delaware                                     75-1907070
  (State or other jurisdiction of              (IRS Employer Identification No.)
  Incorporation or organization)

101 S.E. 25th Avenue, Mineral Wells, Texas 76067            (940) 325-3301
------------------------------------------------            --------------
   (Address of principal executive offices)          (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:
                                                              None

                               Title of each class

                          Common Stock, $0.01 par value

Check  whether  the issuer has (i) filed all  reports  required by Section 13 or
15(d) of the  Exchange  ACT during the past 12 months,  and (ii) been subject to
such filing requirements for the past ninety (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 ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of the Form 10-K or
any amendment to this Form 10-K.                               [ X ]

The Company's net sales for Fiscal Year ended May 31, 2009, was $7,310,281.

As of July 15, 2009 2,297,037  shares of Common Stock were  outstanding  and the
aggregate  market  value of the Common Stock (based on the latest price of known
transactions  on the Nasdaq Capital  Market) held by  non-affiliates  (1,909,767
shares) was $5,996,668.

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DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth
herein, is incorporated by reference from the Registrant's definitive 2009 Proxy
Statement.

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

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EXPLANATORY NOTE

This  Amendment No. 1 on Form 10-K/A amends the Company's  Annual Report on Form
10-K for the year ended May 31,  2009,  filed with the  Securities  and Exchange
Commission  ("SEC") on August 14,  2009 (the  "Original  Annual  Report").  This
amendment revises our financial  statements and  certifications in response to a
comment letter from the SEC dated February 22, 2009.

Specifically, the financial statements have been amended in this Amended Form
10-K as follows:

     1)  The disclosures relating to internal control over financial reporting
         has been amended to provide a statement that the Company assessed its
         internal control over financial reporting as effective as of May 31,
         2009.


                                    PART III
Item 9A. Controls and Procedures

Management's Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting,  as such term is defined in Rule 13a-15(f) of
the  Exchange  Act.  This  system is designed  to provide  reasonable  assurance
regarding the  reliability  of financial  reporting and the  preparation  of the
consolidated  financial  statements  for external  purposes in  accordance  with
generally accepted  accounting  principles.  Our internal control over financial
reporting  includes  those  policies  and  procedures  that:  (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and disposition of our assets; (2) provide reasonable assurance
that   transactions   are  recorded  as  necessary  to  permit   preparation  of
consolidated   financial   statements  in  accordance  with  generally  accepted
accounting  principles,  and that our receipts and  expenditures  are being made
only in accordance with authorizations of our management and directors;  and (3)
provide  reasonable  assurance  regarding  prevention  or  timely  detection  of
unauthorized  acquisition,  use or  disposition  of our assets that could have a
material effect on the consolidated financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those


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systems  determined to be effective can provide only  reasonable  assurance with
respect  to  financial  statement  preparation  and  presentation.  The scope of
management's  assessment of the effectiveness of internal control over financial
reporting includes all of our Company's subsidiaries.

The Company's Chief Executive  Officer and Chief Financial Officer evaluated the
Company's  internal  control over  financial  reporting  as of May 31, 2009.  In
making  their  assessment,  the  Company's  Chief  Executive  Officer  and Chief
Financial  Officer  were  guided  by the  releases  issued by the SEC and to the
extent  applicable was based upon the framework in Internal Control - Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission.  The Company's Chief Executive  Officer and Chief Financial  Officer
have concluded that the Company's internal control over financial reporting were
effective as of May 31, 2009.  The Company has had no change  during the quarter
ending May 31, 2009 that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.

The Company's Chief Executive  Officer and Chief Financial Officer evaluated the
Company's disclosure controls and procedures as of May 31, 2009. In making their
assessment,  the Company's Chief Executive  Officer and Chief Financial  Officer
were guided by the releases  issued by the SEC and to the extent  applicable was
based upon the framework in Internal  Control - Integrated  Framework  issued by
the  Committee  of  Sponsoring  Organizations  of the Treadway  Commission.  The
Company's  Chief Executive  Officer and Chief  Financial  Officer have concluded
that the Company's  disclosure  controls and procedures were effective as of May
31, 2009.

This Annual  Report on Form 10-K does not include an  attestation  report of the
Company's  independent  registered  public  accounting  firm regarding  internal
control  over  financial  reporting.  Management's  report  was not  subject  to
attestation  by the Company's  independent  registered  public  accounting  firm
pursuant to  temporary  rules of the  Securities  and Exchange  Commission  that
permit the Company to provide only management's report in this annual report.























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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

DATE:  March 4, 2010
                                   PHAZAR CORP


                                   /s/ Garland P. Asher
                                   ------------------------------------------
                                   BY:  Garland P. Asher, Chairman, President
                                        and Chief Executive Officer


         Pursuant to the requirements of the Securities and 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.


Signature                             Title                    Date


/s/ Gary W. Havener
-------------------------------     Director              March 4, 2010
Gary W. Havener

/s/ James Kenney
-------------------------------     Director              March 4, 2010
James Kenney

/s/ R. Allen Wahl
-------------------------------     Director              March 4, 2010
R. Allen Wahl

/s/ Dennis Maunder
-------------------------------     Director              March 4, 2010
Dennis Maunder

















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                                    Exhibits

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer