================================================================================
                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.

                                       1

<PAGE>

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 ]


EXPLANATORY NOTE

This Amendment No. 2 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 attaches the Exhibit 23.1 inadvertently omitted from our Form 10-K.



                                   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 23, 2010
                                                PHAZAR CORP


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























                                       2

<PAGE>


                                    Exhibits


Exhibit 23.1 - Consent of Weaver and Tidwell, L.L.P.

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















































                                       3