================================================================================
                        Securities and Exchange Commission
                              Washington D.C. 20549

                                  Form 10-KSB/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, 2008

                                       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-KSB
or any amendment to this Form 10-KSB. [ X ]

The Company's net sales for Fiscal Year ended May 31, 2008, was $9,247,245.




                                       1
<PAGE>
As of July 15, 2008 2,361,428  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  (2,070,228
shares) was approximately $9,999,201.

DOCUMENTS INCORPORATED BY REFERENCE

None

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

                                EXPLANATORY NOTE

PHAZAR CORP (the  "Company")  is filing this  Amendment to its Annual  Report on
Form  10-KSB for the fiscal  year ended May 31, 2008 (i) to amend Note 10 to its
Financial Statements to disclose that certain stock options granted to a Company
employee were granted under its 2006 Incentive  Stock Option Plan, (ii) to add a
Subsequent Event Note to its Financial  Statements that on August 12, 2008 stock
options to purchase  36,400  shares under its 2006  Incentive  Stock Option Plan
were  granted to certain  employees of the Company and (iii) to replace the Item
8A disclosure with new Item 8A(T). In addition, in connection with the filing of
this Form 10-KSB/A and pursuant to Rule 12b-15 under the Securities Exchange Act
of  1934  (Exchange   Act),  we  are  including   revised  and   currently-dated
certifications.  The remainder of the Company's Annual Report on Form 10-KSB for
the fiscal  year  ended May 31,  2008 filed  with the  Securities  and  Exchange
Commission (SEC) on August 18, 2008 remains unchanged.































                                       2

<PAGE>
Item 7.  Financial Statements.

PHAZAR CORP consolidated  financial statements for the fiscal year ended May 31,
2008.


                                 C O N T E N T S


                                                                         Page

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets.........................................5

     Consolidated Statements of Operations...............................7

     Consolidated Statements of Shareholders' Equity.....................8

     Consolidated Statements of Cash Flows...............................9

     Notes to Consolidated Financial Statements.........................10



































                                       3
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and Stockholders
PHAZAR CORP and Subsidiaries

We have audited the accompanying  consolidated balance sheets of PHAZAR CORP and
Subsidiaries  as of  May  31,  2008  and  2007,  and  the  related  consolidated
statements of operations, shareholders' equity and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of PHAZAR CORP and
subsidiaries  as of May 31, 2008 and 2007,  and the results of their  operations
and their cash flows for the years then ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.




WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas

August 18, 2008




















                                       4
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2008 AND 2007

                                     ASSETS

                                                         2008          2007
                                                    ------------- -------------
CURRENT ASSETS
 Cash and cash equivalents                          $  2,446,563  $  4,114,046
 Accounts receivable:
  Trade, net of allowance for doubtful accounts
   of $2,002 in 2008, and $7,021 in 2007                 905,091       291,470
  United States Government                                82,167        42,278
 Inventories                                           1,777,335     1,703,164
 Prepaid expenses and other assets                        47,761        64,132
 Income taxes receivable                                 169,597       229,373
 Deferred income taxes                                    67,697        54,836
                                                    ------------  ------------
 Total current assets                                  5,496,211     6,499,299

 Property and equipment, net                             939,084     1,052,766

 Marketable securities                                 2,346,840             -

 Long-term deferred income tax                           178,739        36,818
                                                    ------------  ------------
TOTAL ASSETS                                        $  8,960,874  $  7,588,883
                                                    ============  ============














The Notes to Consolidated Financial Statements
are an integral part of these statements.













                                       5
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 2008 AND 2007

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                         2008          2007
                                                    ------------- -------------
CURRENT LIABILITIES
 Accounts payable                                   $    298,192  $    128,579
 Accrued expenses                                        462,679       305,148
 Deferred revenues                                       315,654             -
                                                    ------------  ------------
                                                       1,076,525       433,727
 Total current liabilities

   Total liabilities                                   1,076,525       433,727
                                                    ------------  ------------
COMMITMENTS AND CONTINGENCIES                                  -             -

SHAREHOLDERS' EQUITY

Preferred stock, $1 par, 2,000,000 shares
  authorized, none issued or outstanding,
  attributes to be determined when issued                      -             -
Common stock, $0.01 par, 6,000,000 shares
  authorized 2,357,728 and 2,308,128 issued
  and outstanding                                         23,578        23,082
 Additional paid in capital                            3,723,278     3,417,399
 Retained earnings                                     4,337,579     3,714,675
 Accumulated other comprehensive loss, net of tax       (200,086)            -
                                                    ------------  ------------
  Total shareholders' equity                           7,884,349     7,155,156
                                                    ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $  8,960,874  $  7,588,883
                                                    ============  ============







The Notes to  Consolidated  Financial  Statements
are an integral part of these statements.












                                       6
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        YEARS ENDED MAY 31, 2008 AND 2007

                                                         2008         2007
                                                    ------------- -------------
Sales and contract revenues                         $  9,247,245  $  5,220,868
Cost of sales and contracts                            5,866,837     3,099,897
                                                    ------------  ------------
   Gross Profit                                        3,380,408     2,120,971

Sales and administration expenses                      2,676,614     2,734,757
                                                    ------------  ------------
   Operating Profit (loss)                               703,794      (613,786)
                                                    ------------  ------------
Other income
     Interest income                                     114,081        55,635
     Other income                                         53,940       104,053
                                                    ------------  ------------
Total other income                                       168,021       159,688
                                                    ------------  ------------
Income (loss) from operations before income taxes        871,815      (454,098)

Income tax provision (benefit)                           248,911      (151,058)
                                                    ------------  ------------
Net income (loss)                                   $    622,904  $   (303,040)
                                                    ============  ============

Basic earnings (loss) per common share              $       0.27  $      (0.13)
                                                    ============  ============
Diluted earnings (loss) per common share            $       0.27  $      (0.13)
                                                    ============  ============






The Notes to Consolidated Financial Statements
are an integral part of these statements.

















                                       7
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MAY 31, 2008 AND 2007
<TABLE>
<S>             <C>        <C>      <C>          <C>           <C>          <C>
                  Common Stock                   Accumulated
                  ------------      Additional      Other
                  Number              Paid In   Comprehensive    Retained
                of Shares  Amount     Capital   Income (loss)    Earnings      Total
                ---------  -------  ----------  -------------  -----------  ----------
BALANCE,
MAY 31, 2006    2,281,528  $22,816  $3,213,901  $          -   $4,017,715   $7,254,432

Stock issued
to Directors        6,600       66      42,655             -            -       42,721

Stock based
compensation            -        -      76,298             -            -       76,298

Stock options
exercised          20,000      200      39,800             -            -       40,000

Tax benefit
for employee
stock options           -        -      44,745             -            -       44,745

Net income (loss)       -        -           -             -     (303,040)    (303,040)
                ---------  -------  ----------  ------------   ----------   ----------
BALANCE,
MAY 31, 2007    2,308,128  $ 23,082 $3,417,399  $          -   $3,714,675   $7,155,156
                =========  ======== ==========  ============   ==========   ==========
Stock issued
to Directors       10,600       106     73,175             -            -       73,281

Stock based
compensation            -         -     80,988             -            -       80,988

Stock options
exercised          39,000       390     77,610             -            -       78,000

Tax benefit
for employee
stock options           -         -     74,106             -            -       74,106

Temporary impairment
on available for
sale securities,
net of tax              -  (200,086)         -      (200,086)

Net income (loss)       -         -          -       622,904      622,904            -
                ---------  -------- ----------  ------------   ----------   ----------
BALANCE,
 MAY 31, 2008   2,357,728  $ 23,578 $3,723,278  $   (200,086)  $4,337,579   $7,884,349
                =========  ======== ==========  ============   ==========   ==========
</TABLE>




The Notes to Consolidated Financial Statements
are an integral part of these statements.

                                       8
<PAGE>
                          PHAZAR CORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MAY 31, 2008, AND 2007

                                                         2008         2007
                                                    ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                  $    622,904  $   (303,040)
 Depreciation                                            113,682       115,854
 Amortization                                                  -         1,250
 Stock based compensation                                154,269       119,019
 Tax benefit for employee stock options                  (74,106)      (44,745)
 Deferred federal income tax                             (51,707)      (54,021)
 Changes in assets and liabilities:
   Accounts receivable                                  (653,510)      127,737
   Inventory                                             (74,171)     (408,516)
   Income taxes receivable                               133,882       (12,201)
   Prepaid expenses                                       16,370        12,117
   Accounts payable                                      169,613       (54,213)
   Accrued expenses                                      157,531       (18,638)
   Deferred revenue                                      315,654             -
                                                    ------------  ------------
 Net cash provided (used) by operating activities        830,411      (519,397)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Transfer to marketable securities                  (2,650,000)            -
   Purchase of property and equipment                          -             -
                                                    ------------  ------------
                                                      (2,650,000)            -
CASH FLOWS FROM FINANCING ACTIVIITES:
   Proceeds from exercise of stock options                78,000        40,000
   FIT benefit-stock options exercised                    74,106        44,745
                                                    ------------  ------------
                                                         152,106        84,745
   Net increase (decrease) in cash
     and cash equivalents                             (1,667,483)     (434,652)
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, beginning of year           4,114,046     4,548,698
                                                    ------------
CASH AND CASH EQUIVALENTS, end of year              $  2,446,563  $  4,114,046
                                                    ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
 Cash paid during the period for:
   Interest expense                                 $          -  $          -

   Income taxes                                     $    160,000  $    100,000




The Notes to Consolidated Financial Statements
are an integral part of these statements.



                                       9
<PAGE>
NOTE 1.  BUSINESS AND NATURE OF OPERATION

     PHAZAR  CORP   operates  as  a  holding   company  with  Antenna   Products
     Corporation,  Phazar  Antenna Corp.,  Tumche Corp. and Thirco,  Inc. as its
     wholly owned  subsidiaries.  Antenna  Products  Corporation is an operating
     subsidiary that designs, manufactures and markets antenna systems, wireless
     mesh network solutions,  towers, and communication  accessories  worldwide.
     The  United  States  Government,  military  and civil  agencies,  and prime
     contractors represent Antenna Products  Corporation's  principal customers.
     Phazar Antenna Corp. is a separate legal entity that currently  operates as
     a small  division  of Antenna  Products  Corporation.  Thirco  serves as an
     equipment  leasing company to Antenna Products  Corporation.  The Company's
     operations are performed in Texas for customers throughout the country.

     Following is a schedule of the  Company's  sales to major  customers at May
     31, as a percentage of total sales:
                                                           2008         2007
                                                           ----         ----
        United States Government                            24%          21%
        Paige Iberica, Spain                                12%           0%
        General Dynamics                                     9%           7%
        BAE Systems                                          0%           4%
        Thales ATM, Inc.                                     6%          11%

     At May 31, 2008, and 2007, trade receivables from four customers  comprised
     approximately 50% and 59%, respectively, of the trade receivable balance at
     those dates.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Principles of Consolidation

     The consolidated  financial  statements include the accounts of the Company
     and  its   subsidiaries.   All   significant   intercompany   balances  and
     transactions are eliminated in consolidation.

   Revenue Recognition

     Antenna Products  Corporation  manufactures and markets standard and custom
     antennas, wireless mesh network solutions, guyed and self-supported towers,
     support  structures,   masts  and  communication   accessories   worldwide.
     Customers include the U.S.  Government,  military and civil agencies,  U.S.
     Government prime  contractors and commercial  clients.  Examples of Antenna
     Products  Corporation's U.S.  Government products include tactical military
     mesh radio wireless networking  systems,  ground to air collinear antennas,
     instrument  landing antennas and towers,  fixed system  multi-port  antenna
     arrays,  tactical quick erect antennas and masts, shipboard antenna tilting
     devices,  transport  pallets,   surveillance  antennas,  antenna  rotators,
     positioners and controls, and high power broadcast baluns.  Examples of the
     Company's   commercial   products  (Phazar  Antenna  Corp.)  include  first
     responder  emergency  mesh radio  systems,  commercial  mesh radio systems,
     panel,  sector,   omnidirectional  and  closed  loop  PCS  antennas;  WiMax
     Antennas,   automatic  meter  reading  (AMR),  cellular,  paging  and  yagi
     antennas, guyed towers and self supported towers.



                                       10
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     Antenna  Products  Corporation is primarily a  build-to-order  company.  As
     such,  most  orders  are  negotiated   firm-fixed  price  contracts.   Most
     commercial  contracts are single order and single delivery firm-fixed price
     contracts.  Some  government  contracts  are  multi-year  performance  with
     established option dates with a predetermined  escalated price for delivery
     in that  outyear.  These types of  contracts  can be valid from two to five
     years.  Other types of government  contracts  are called  supply  contracts
     where the  government  buys a  particular  product  and has  estimated  the
     quantity required over an expected period. Antenna Products Corporation has
     contracts with major prime  contractors  who negotiate  contracts  based on
     large  quantities  with set escalation  rates for future  prices.  The U.S.
     Government  is  attempting  to  procure  more and more  products  that have
     commercial  equivalents  to military  standards.  These  purchases  are for
     off-the-shelf  products  and,  therefore,   use  credit  cards  and  accept
     commercial  terms  and  shipping  methods.   Antenna  Products  Corporation
     recognizes  an  order or  resultant  sale  when  official  notification  is
     received that an option is being exercised and the order is shipped.

     Revenue  from  short-term  contracts  calling  for  delivery of products is
     recognized as the product is shipped. Undelivered units are reported in the
     balance sheet as inventory. Amounts in excess of agreed upon contract price
     for customer directed  changes,  constructive  changes,  customer delays or
     other causes of additional  contract costs are recognized in contract value
     if it is probable  that a claim for such amounts will result in  additional
     revenue and the amounts can be reasonably estimated.  Revisions in cost and
     profit  estimates are reflected in the period in which the facts  requiring
     the  revision  become  known and are  estimable.  Losses on  contracts  are
     recorded when identified.

Inventories

     Inventories are valued at the lower of cost or market, with cost determined
     on the  first-in,  first-out  basis.  Market  is  replacement  cost  or net
     realizable  value.  Work in progress and finished  goods include  material,
     labor and overhead.

Property and Equipment

     Property  and  equipment  are  recorded  at  cost  and  depreciated  by the
     straight-line  method over the  expected  useful  lives of the assets.  The
     estimated  useful  lives  are:  building  and  improvement  - 15-30  years;
     machinery  and equipment - 10 years;  automobiles  and equipment - 3 years;
     and  office  furniture  and  fixtures - 10 years.  Expenditures  for normal
     maintenance and repairs are charged to income, and significant improvements
     are  capitalized.  The cost of assets  sold or  abandoned  and the  related
     accumulated  depreciation  are  eliminated  from the  accounts  and the net
     amount, less proceeds from disposal, is charged or credited to income.

Use of Estimates and Assumptions

     Management uses estimates and assumptions in preparing financial statements
     in  accordance  with  generally  accepted  accounting   principles.   Those
     estimates  and  assumptions  affect  the  reported  amounts  of assets  and


                                       11
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     liabilities,  the disclosure of contingent assets and liabilities,  and the
     reported  revenues  and  expenses.  Actual  results  could  vary  from  the
     estimates that were used.

 Income Taxes

     The Company  accounts for income  taxes  pursuant to Statement of Financial
     Accounting  Standards  No. 109,  "Accounting  for Income  Taxes" (SFAS 109)
     which utilizes the asset and liability method of computing  deferred income
     taxes.  The  objective  of the asset and  liability  method is to establish
     deferred tax assets and liabilities for the temporary  differences  between
     the financial reporting basis and the tax basis of the Company's assets and
     liabilities at enacted tax rates expected to be in effect when such amounts
     are  realized  or  settled.  The  current and  deferred  tax  provision  is
     allocated  among the  members  of the  consolidated  group on the  separate
     income tax return basis.

     In July,  2006, the Financial  Accounting  Standards  Board ("FASB") issued
     FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
     Taxes - an  interpretation  of FASB  Statement No. 109 ("SFAS  109").  This
     interpretation,  which became  effective for fiscal years  beginning  after
     December  15, 2006,  introduces  a new approach  that changes how an entity
     recognizes and measures tax benefits  associated with tax positions and how
     to  disclose  uncertainties  related  to  income  tax  provisions  in their
     financial statements.

Research and Development Costs

     Research and development  costs are charged to operations when incurred and
     are included in operating expenses. The amounts charged for the years ended
     May  31,  2008,  and  2007,  were  approximately   $563,160  and  $316,000,
     respectively.

Cash and Cash Equivalents

     For purposes of reporting  cash flows,  cash and cash  equivalents  include
     cash and  certificates of deposit with original  maturities of three months
     or less.

     Early  in  the  fourth  quarter  of  2008,  the  Company's  cash  and  cash
     equivalents  included  $2.65  million  of  investment  grade  auction  rate
     securities with an active resale market to ensure liquidity. The securities
     have long-term  maturities,  typically 30+ years; however the auctions were
     held  every  7, 28,  or 35 days so that  the  holder  of the  auction  rate
     security  could  liquidate the  investment on any auction date,  making the
     auction rate security the equivalent of cash.  Then in February 2008,  most
     auctions  of auction  rate  securities  began to fail and they  continue to
     fail.  Because the auctions  continue to fail,  the Company's  auction rate
     securities  should not be  considered  the  equivalent of cash.  Thus,  the
     Company now carries the $2.35 million  principal amount of its auction rate
     securities as long term marketable securities.




                                       12
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Warranties

     The Company provides for the estimated cost of product  warranties.  Actual
     costs as incurred are charged directly to cost of sales and the adequacy of
     the liability is assessed on a quarterly basis.

Other Comprehensive Income (Loss)

     Other  comprehensive  income (loss) is defined as the change in equity of a
     business  enterprise during a period from transactions and other events and
     circumstances from non-owner sources.  Comprehensive income consists of net
     income (loss), net holding gains (losses) on investments,  net unrecognized
     loss on  pensions,  deferred  gains  (losses)  from  derivatives  and gains
     (losses) from foreign currency translation.  All transactions are shown net
     of tax.

Stock-based Employee Compensation

     On June 1, 2006,  the Company  adopted  Statement of  Financial  Accounting
     Standard No. 123R ,  Share-Based  Payment  ("SFAS 123R") which required all
     share  based  payments to  employees,  including  grants of employee  stock
     options,  to be  recognized  in the  income  statement  based on their fair
     values at the time of the grant. The company uses the  Black-Scholes  Model
     option  pricing model to determine the fair value of stock options  granted
     to  employees.  Stock based  compensation  recognized  in the twelve months
     ended 2008 and 2007 were $154,269 and $119,019, respectively.

     The income tax  benefit  related to  stock-based  compensation  expense was
     $74,106 and $44,745 for the years ended May 31, 2008 and 2007 respectively.

     In accordance with SFAS 123R, the Company has presented excess tax benefits
     from the exercise  stock-based  compensation awards as a financing activity
     in the consolidated statement of cash flows.

Shares, Per Share Data,  Earnings Per Share,  and Stock Split,  and Common Stock
Par Value

     Earnings  per share are  computed  by  dividing  net  income  (loss) by the
     weighted  average  number of common  shares  outstanding  during  the year.
     Weighted  average shares  outstanding  were 2,340,338 and 2,295,855 for the
     years ended May 31, 2008, and 2007, respectively.














                                       13
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Dilutive  effect of stock options  outstanding  for the years ended May 31, 2008
and 2007, are computed as follows:
                                                         2008         2007
                                                    ------------- -------------
       Numerator:
          Net income (loss)                         $    622,904  $   (303,040)
                                                    ------------  ------------
          Numerator for basic and diluted earnings
                   per share                        $    622,904  $   (303,040)
                                                    ------------  ------------
       Denominator:
          Weighted-average shares outstanding-basic    2,340,338     2,295,855
          Effect of dilutive securities:
                   Stock options                           5,292             -
                                                    ------------  ------------
          Denominator for diluted earnings per share-
                 Weighted-average shares               2,345,630     2,295,855
                                                    ------------  ------------
             Basic earnings per share               $       0.27  $      (0.13)
                                                    ============  ============
             Diluted earnings per share             $       0.27  $      (0.13)
                                                    ============  ============

Deferred Revenue

     Payments  which are  received in advance of the  completion  of the related
     phase of a contract are recorded as deferred revenue when received. Revenue
     is  recognized  when earned based on cost  incurred to date plus  estimated
     profit margin in relation to the total estimated cost plus profit margin on
     the entire project.  Estimated  losses will be recognized in their entirety
     when they become  apparent.  Deferred revenue recorded at each of the years
     ended May 31, 2008 and 2007 is $315,652 and $0, respectively.

Shipping and Handling Costs

     The Company  includes all shipping and handling costs together with cost of
     sales on the accompanying statements of operations.

New Accounting Pronouncements

     In July,  2006, the FASB issued  Interpretation  (FIN) 48,  "Accounting for
     Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109".
     FIN 48,  prescribes a recognition  threshold and measurement  attribute for
     tax positions.  The Company  adopted FIN 48 at the beginning of fiscal year
     2008 and it did not  have a  material  impact  on the  Company's  financial
     statements.

     SFAS No. 157, Fair Value Measurements was issued in September,  2006 by the
     Financial  Accounting  Standards Board (the "FASB").  SFAS No. 157 provides
     guidance  for using  fair value to measure  assets and  liabilities  and is
     effective for fiscal years  beginning  after November 15, 2007. The Company
     will adopt this standard as required and adoption of this  statement is not
     expected to have a material effect on the Company's financial statements.


                                       14
<PAGE>
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

     SFAS No. 158,  Employers'  Accounting for Defined Benefit Pension and Other
     Postretirement  Plans  was  issued  in  September,  2006  by the  Financial
     Accounting  Standards Board. This statement requires that employers measure
     plan assets and obligations as of the balance sheet date. This  requirement
     is effective for fiscal years ending after December 15, 2008.

     In February,  2007, the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Liabilities - including an amendment of FASB statement
     No. 115.  This  statement  permits all  entities  to choose,  at  specified
     elections  dates, to measure eligible items at fair value. The statement is
     effective as the first fiscal year that begins after November 15, 2007. The
     Company will adopt this standard as required and adoption of this statement
     is not  expected  to  have a  material  effect  on the  Company'  financial
     statements.

     In December,  2007, the FASB issued SFAS No. 160,  Non-controlling Interest
     in  Consolidated  Financial  Statements  - an amendment of ARB NO. 51. This
     FASB improves the financial  statement  information that a reporting entity
     provides  in  its   consolidated   financial   statements  by  establishing
     accounting  and reporting  standards.  SFAS No. 160 affects those  entities
     that  have  an  outstanding   non-controlling   interest  in  one  or  more
     subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160 is effective
     for fiscal years, beginning on or after December 15, 2008.

     In December, 2007, the FASB issued SFAS No. 141R, Business Combination. The
     revised  statement  improves  on the  information  provided  by a reporting
     entity about a business combination and its effects. This statement applies
     prospectively to business  combination for which the acquisition date is on
     or after the beginning of the first annual reporting period beginning on or
     after December 15, 2008.

NOTE 3.   INVENTORIES

     The major components of inventories are as follows:

                                                         2008         2007
                                                    ------------- -------------
             Raw materials                          $    691,096  $    533,972
             Work in process                             778,633       876,981
             Finished goods                              307,606       292,211
                                                    ------------  ------------
             Total inventories                      $  1,777,335  $  1,703,164
                                                    ============  ============

     Certain allocable overhead costs such as depreciation,  insurance, property
     taxes and  utilities  are  included  in  inventory  based upon  percentages
     developed by the Company.  The aggregate  amount of these costs included in
     inventory  during the years ended May 31, 2008 and 2007,  were $589,411 and
     $559,774, respectively.

     All of the above stated inventories are that of the operating subsidiaries,
     Antenna Products Corporation and Phazar Antenna Corp. No other subsidiaries
     carry inventory.


                                       15
<PAGE>
NOTE 4.  PROPERTY AND EQUIPMENT

     The following is a summary of the  Company's  property and equipment at May
     31:
                                    Estimated
                                    Useful Life     2008          2007
                                    ----------- ------------- -------------
      Land                                      $    375,136  $    375,136
      Buildings and improvements    15-30 years    1,873,217     1,873,217
      Machinery and equipment          10 years    3,359,626     3,402,145

      Automobiles and equipment         3 years      106,898       106,898

      Office furniture and fixtures    10 years      435,210       454,266
                                                ------------  ------------
                                                   6,150,087     6,211,662

      Less accumulated depreciation               (5,211,003)   (5,158,896)
                                                ------------  ------------
      Net property and equipment                $    939,084  $  1,052,766
                                                ============  ============

NOTE 5.  INTANGIBLE ASSETS
                                                         2008         2007
   Included in intangible assets at May 31          ------------- -------------
      are the following:
    Noncompete agreements (Phazar Antenna Corp.)    $     60,000  $     60,000
    Patents, copyrights and other intellectual
     property (Phazar Antenna Corp.)                     389,593       389,593
                                                    ------------  ------------
               Accumulated amortization                  449,593       449,593
                                                        (449,593)     (449,593)
                                                    ------------  ------------
                                                    $          -  $          -
                                                    ============  ============

     Patents,  copyrights and other intellectual property are being amortized on
     the   straight-line   basis  over  a  weighted  average  five-year  period.
     Non-compete  agreements are being amortized on the straight-line basis over
     weighted average three and one third year contractual basis.

NOTE 6.  NOTES PAYABLE

     At May 31, 2008 and 2007, notes payable consist of a revolving note payable
     to a bank,  with a maximum amount not to exceed the lesser of $1,000,000 or
     a calculated  borrowing base  determined by a formula based upon the amount
     of certain  qualified  receivables  and  inventories as defined in the loan
     agreement.  Amount  available  under the revolving note at May 31, 2008 and
     2007 was $1,000,000.

     Interest  is  payable  monthly at the prime rate (5.0% and 8.25% at May 31,
     2008 and 2007,  respectively)  until  September  30, 2008,  when any unpaid
     principal and interest  shall be due.  Borrowings  under the revolving note
     payable are  collateralized by accounts  receivable and inventories.  Under
     the  agreement,  the Company must maintain  minimum net worth of $3,000,000
     and working capital of $1,000,000.

                                       16
<PAGE>
NOTE 7.  LONG-TERM DEBT

     At May 31, 2008 and 2007, PHAZAR CORP had no long-term debt.

NOTE 8.  INCOME TAXES

  Components of the income tax provision are as follows:
                                                         2008         2007
                                                    ------------- -------------
     Federal income taxes at statutory rate
        on income before income taxes               $    294,708  $   (154,643)

     State income taxes statutory rate                         -         1,143

     Non-deductible expenses and other                   (45,797)        2,442
                                                    ------------  ------------
      Total provision (benefit)                     $    248,911  $   (151,058)
                                                    ============  ============
      Deferred portion of provision                      (51,707)      (54,021)
      Current portion of provision                       300,618       (97,037)
                                                    ------------  ------------
      Total provision (benefit)                     $    248,911  $   (151,058)
                                                    ============  ============

     The tax  effects of  temporary  differences  that give rise to  significant
     portions  of the  deferred  tax assets and  deferred  tax  liabilities  are
     presented below:

                                                         2008         2007
                                                    ------------- -------------
      Deferred tax assets:
       Accounts receivable, due to
          allowance for doubtful accounts           $        681  $      2,387
       Accrued expenses, due to warranty accrual          41,608        23,248
       Accrued expenses, due to vacation accrual          25,408        29,201
       Intangible assets, due to difference
          in amortization                                 68,871        77,281
       Compensation, stock options vested                 53,476        25,942
       Investments, due to impairment for
          book purposes                                  103,072             -
                                                    ------------  ------------
      Total deferred tax assets                     $    293,116  $    158,059

      Deferred tax liabilities:

        Property and equipment, principally
           due to difference in depreciation             (46,680) $    (66,405)
                                                    ------------  ------------
       Total deferred tax liabilities                    (46,680) $    (66,405)
                                                    ------------  ------------
        Net deferred tax assets                     $    246,436  $     91,654
                                                    ============  ============





                                       17
<PAGE>
NOTE 8.  INCOME TAXES - continued

     The net deferred tax assets are classified on the balance sheet as follows:

                Current deferred tax assets         $     67,697  $     54,836
                Long-term deferred tax assets
                   (liabilities)                         178,739        36,818
                                                    ------------  ------------
                Net deferred tax assets             $    246,436  $     91,654
                                                    ============  ============

     On July 13, 2006, the FASB issued Interpretation No. 48 ("FIN"), Accounting
     for  Uncertainty  in Income  Taxes - an  Interpretation  of FASB  Statement
     No. 109.  FIN 48 prescribes how the Company should  recognize,  measure and
     present in the Company's financial  statements uncertain tax positions that
     have been taken or are  expected to be taken in a tax  return.  Pursuant to
     FIN 48, the Company can  recognize a tax benefit only if it is "more likely
     than not" that a particular tax position will be sustained upon examination
     or audit  by  taxing  authorities,  based on the  technical  merits  of the
     position. The tax benefits recognized in the financial statements from such
     a position  should be  measured  based on the  largest  benefit  that has a
     greater than fifty  percent  likelihood  of being  realized  upon  ultimate
     settlement. FIN 48 also provides guidance on derecognition, classification,
     interest and penalties on income taxes,  accounting in interim  periods and
     requires increased disclosures.

     The Company  adopted the provisions of FIN 48 on June 1, 2007. The adoption
     of FIN 48 did not result in the recording of any unrecognized tax benefits,
     as there were no identifiable uncertain tax positions that were required to
     be  quantified  and  disclosed.  Therefore,  there were no recorded  FIN 48
     liabilities or adjustments to retained earnings on the Company's  financial
     statements.

     There are no additional uncertain tax positions expected to be taken on the
     2007  federal or state  income tax  returns  to be filed.  Accordingly,  no
     additional  disclosures have been made on the current financial  statements
     regarding FIN 48.

     As  Company  policy,   accrued   interest  or  penalties   associated  with
     unrecognized  tax benefits  will be recorded as income tax  expense.  Since
     there is no applicable  FIN 48 liability for 2007, no interest or penalties
     are included in the Consolidated Statement of Operations.

     The Company and its  subsidiaries  file a consolidated  federal tax return.
     The 2004-2007  federal tax returns are currently  open under the statute of
     limitations.  State income tax returns are generally  open for  examination
     for a period of 3-5 years after the filing of the  respective  return.  The
     Company and its  subsidiaries  have no federal or state  returns  currently
     under examination, appeals or litigation.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

     The  Company  has adopted an employee  profit  sharing  plan under  Section
     401(k) of the Internal  Revenue Code.  All employees  with a minimum of one
     year of  employment  are  eligible to  participate.  The Company will match


                                       18
<PAGE>
NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

     employee  contributions for an amount up to 3% of each employee's salary if
     certain earnings  requirements are met.  Contributions  are invested at the
     direction of the employee in one or more funds. Company  contributions vest
     after three years of service. Company contributions amounted to $70,237 and
     $0 for the years ended May 31, 2008 and 2007, respectively.

     Concentration of Credit Risk

       The Company  deposits its cash  primarily in deposit  accounts with major
       banks.  Certain cash deposits may  occasionally be in excess of federally
       insured limits. The Company has not incurred losses related to its cash.

       The  Company  sells many of its  products  to the U.S.  Government,  both
       military and civil agencies, and prime contractors.  Although the Company
       might be directly  affected  by the well being of the  defense  industry,
       management  does not  believe  significant  credit risk exists at May 31,
       2008.

       Ongoing  credit  evaluations  of  customer's   financial   condition  are
       performed  and,  generally,   no  collateral  is  required.  The  Company
       maintains  reserves for potential  credit losses and such losses have not
       exceeded management's expectations.

     Fair Value of Financial Instruments

       The  following  disclosure  of the  estimated  fair  value  of  financial
       instruments is made in accordance with the  requirements of SFAS No. 107,
       Disclosures about Fair Value of Financial Instruments. The estimated fair
       value amounts have been determined by the Company, using available market
       information and appropriate valuation methodologies.

       The fair value of financial  instruments  classified as current assets or
       liabilities including cash and cash equivalents, receivables and accounts
       payable approximate  carrying value due to the short-term maturity of the
       instruments.

     Legal Proceedings

       On June 26, 2008,  the Company filed a claim in  arbitration  against UBS
       Financial  Services,  Inc. ("UBS") with the Financial Industry Regulatory
       Authority,  Inc. ("FINRA") for fraud, breach of fiduciary duty, breach of
       contract and negligence in connection with the sale by UBS to the Company
       of certain "auction rate securities" in the aggregate principal amount of
       $2,650,000 (the auction rate securities).

       In the arbitration proceeding,  the Company claims it invested its liquid
       assets  in  auction   rate   securities   in  reliance  on  UBS  repeated
       representations  to the Company  that the auction  rate  securities  were
       safe, liquid investments, the equivalent of cash and a prudent investment
       for the Company's cash. Further, the Company claims these representations
       were false and that UBS also falsely represented that the auction markets
       were stable and that the Company could  liquidate  its  investment in the
       auction  rate  securities  on any auction  date,  making the auction rate


                                       19
<PAGE>
NOTE 9.  COMMITMENTS AND CONTINGENCIES - continued

       securities  the  equivalent of cash.  The Company  further claims that in
       February  2008,  with no prior  notice to the Company,  UBS  unilaterally
       abandoned  the auction  markets and allowed the  auctions of auction rate
       securities  it had sold to the  Company  to  fail.  The  Company  further
       alleges  that the  continued  failure of the auctions has resulted in the
       Company's  auction  rate  securities  becoming  illiquid  long term fixed
       income investments.  The Company seeks, among other relief, rescission of
       its purchases of the auction rate  securities and  restoration in cash of
       its entire  $2,650,000  investment  in the  auction  rate  securities  it
       purchased from UBS.

       The Company also  announced  that on June 27, 2008,  the Company filed an
       action  against  UBS in the  348th  Judicial  District  Court of  Tarrant
       County,  Texas (the "Injunctive  Action").  In the Injunctive Action, the
       Company seeks injunctive relief  prohibiting UBS from denying the Company
       access to the  $2,650,000  in cash the Company  invested in auction  rate
       securities.

     Product Warranties

       PHAZAR CORP's  management  estimates  accrued  warranty  expense based on
       warranty  work  received but not  performed and on analysis of historical
       trends including actual expense as a percent of sales.

       Changes in accrued warranty  liability for the years ended May 31, are as
       follows:
                                                         2008         2007
                                                    ------------- -------------
         Beginning balance                          $     68,376  $     41,792
         Cost incurred for rework                       (150,652)      (48,592)
         Accrual for current year estimate               122,376        68,376
         Change in accrued estimate                       82,276         6,800
                                                    ------------  ------------
         Ending balance                             $    122,376  $     68,376
                                                    ============  ============

       The accrual for warranty  reserve for 2008 was  increased  for the recall
       and modification of a safety sleeve product.

NOTE 10. STOCK OPTIONS

     In 2000,  the board  approved  options to purchase  75,000 shares of common
     stock at $2.00 per share to an employee of the Company,  all were exercised
     before the options expiration date of November 20, 2007.

     In 2006,  the Board  approved  options to purchase  50,000 shares of common
     stock at $9.22 per share to an  employee  of the  Company.  The options are
     exercisable  pro-rata  over  a five  year  period.  No  options  have  been
     exercised. The options expire between May 29, 2012 and May 29, 2016, or the
     earlier of the employee's last day of employment.

     In 2008,  the Board  approved  options to purchase  30,000 shares of common
     stock at $5.70 per share to an  employee  of the  Company.  The options are
     exercisable at a rate of 6,000 shares per year over a five year period.

                                       20
<PAGE>
NOTE 10. STOCK OPTIONS - continued

     No options have been  exercised.  The options expire between March 23, 2014
     and  March  23,  2019,  or  the  earlier  of  the  employee's  last  day of
     employment.

     A summary of the status of the Company's  outstanding  stock options issued
     under  separate  employment  agreements as of May 31, 2008 and May 31, 2007
     and changes for the years then ended are as follows:

                                                          Outstanding Options
                                                      --------------------------
                                                                       Weighted
                                                                       Average
                                                         Number        Exercise
                                                       of Options      Price
                                                       ----------      --------
         Outstanding at May 31, 2006                     109,000          5.31
                        Granted                                -
                        Exercised                        (20,000)         2.00
                        Forfeited                              -
                                                       ---------       -------
         Outstanding at May 31, 2007                      89,000          6.06
                        Granted                           30,000          5.70
                        Exercised                        (39,000)         2.00
                        Forfeited                              -
                                                       ---------       -------
         Outstanding at May 31, 2008                      80,000          7.90
                                                       =========       =======

                                                               May 31,
                                                         2008          2007
                                                     -----------   -----------
         Number of options vested                         20,000        49,000
         Weighted average remaining
             contract life - years                          6.75          4.15

         Number of options exercisable
             at May 31, 2008                              20,000

     In October  2006, a majority of the PHAZAR CORP  shareholders  approved the
     2006 Incentive  Stock Option Plan (the "Plan").  Options for 250,000 shares
     of common  stock are  authorized  under this plan.  Options  granted may be
     either  Incentive  Stock Options or  Non-Statutory  Stock  Options,  at the
     discretion of the Board.  There were 30,000 options granted under this plan
     as of May 31, 2008.

     The following table details  stock-based  compensation  expense included in
     the statement of operations for the years ended May 31, 2008 and 2007.








                                       21
<PAGE>
NOTE 10. STOCK OPTIONS - continued
                                                         For the year ended
                                                              May 31,
                                                    ---------------------------
                                                       2008             2007

       Selling, general and administrative expense  $      80,988  $    76,298
       FIT Provision                                      (27,535)     (25,941)
                                                    -------------  -----------
               Impact on net income                 $      53,453  $    50,357
                                                    =============  ===========
               Impact on net income per share -
                     Basic and diluted EPS          $        0.02  $      0.02


NOTE 11. LONG TERM MARKETABLE SECURITIES

     The Company accounts for marketable securities in accordance with Statement
     of Financial  Accounting  Standard  (SFAS) No. 115,  Accounting for Certain
     Investment  in Debt and  Equity  Securities.  The  Company  determined  the
     appropriate classification for its marketable securities was "available for
     sale". As such, on May 31, 2008 and 2007, all of the Company's  investments
     in marketable  securities were reported at fair value.  Unrealized  holding
     gains or losses,  net of tax are  reported  as a component  of  accumulated
     other  comprehensive  income  (loss) in  stockholders'  equity.  Fair value
     unrealized  holding  losses (net of tax) incurred were $303,160  ($200,086)
     and $0 ($0) for years ending May 31, 2008 and 2007, respectively.

                                                         2008         2007
                                                    ------------- -------------
Marketable Securities
           Par value                                $  2,650,000  $          -
           Unrealized holding loss                      (303,160)            -
                                                   -------------  ------------
           Fair Value                              $   2,346,840  $          -

Maturity Grouping
           Within one year                                     -             -
           Between one to five years                           -             -
           Between five to ten years                           -             -
           After ten years                             2,346,840             -
                                                   -------------  ------------
           Total                                   $   2,346,840  $          -

NOTE 12. SUBSEQUENT EVENT

     On July 11, 2008, James Miles, our President,  Chief Executive  Officer and
     Director,  resigned  from these  offices to seek  other  personal  business
     opportunities.  The Board of Directors expects to name his successor in the
     near future.

     On  August 8,  2008,  UBS  agreed to a  settlement  in  principle  with the
     Securities and Exchange  Commission  (SEC),  the New York Attorney  General
     (NYAG),  the  Massachusetts  Securities  Division  (MSD),  the Texas  State
     Securities Board and other state regulatory  agencies  represented by North


                                       22
<PAGE>
NOTE 12. SUBSEQUENT EVENT - continued

     American Securities Administrators  Association to restore liquidity to all
     remaining  clients  who hold  auction  rate  securities.  All UBS clients -
     individual investors, corporations and institutional clients - who hold ARS
     will be able to redeem their securities at par.

     On August  12,  2008,  the Board of  Directors  granted  36,400  options to
     certain employees under the PHAZAR CORP's 2006 Incentive Stock Option Plan.
     The options  were broken into two  groups,  the first  consisted  of 16,400
     options  that  were 100%  vested  on the date of the  grant and the  second
     consisted of 20,000 options to vest over a three year period.

Item 8A(T). 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 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  Principal  Executive  Officer and Chief  Financial  Officer
     evaluated the Company's  disclosure  controls and  procedures as of May 31,
     2008. In making their assessment, the Company's Principal 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


                                       23
<PAGE>
     Organizations of the Treadway Commission. The Company's Principal Executive
     Officer and Chief  Financial  Officer  have  concluded  that the  Company's
     disclosure  controls and procedures were not effective due to the Company's
     inadvertent  failure  to  include  in its  Annual  Report  on Form  10-KSB,
     management's assessment of internal controls over financial reporting. Such
     disclosure was required due to changes in securities regulations applicable
     to the  Company.  As a result of such  failure,  we have taken  measures to
     enhance the ability of our systems of  disclosures  controls and procedures
     to timely identify and respond to changes in securities filing  regulations
     that are  applicable  to us.  There have been no  changes  in our  internal
     control over  financial  reporting  during the quarter  ended May 31, 2008,
     that have  materially  affected,  or are  reasonably  likely to  materially
     affect, our internal control over financial reporting.

     This Annual Report on Form 10-KSB 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.


                                   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:  September 26, 2008
                                        PHAZAR CORP


                                        /s/ Garland P. Asher
                                        --------------------------------
                                  BY:   Garland P. Asher
                                        Principal Executive Officer and Director




















                                       24
<PAGE>
         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        September 26, 2008
-------------------------------
Gary W. Havener



/s/ James Kenney                    Director        September 26, 2008
-------------------------------
James Kenney



/s/ R. Allen Wahl                   Director        September 26, 2008
-------------------------------
R. Allen Wahl



/s/ Dennis Maunder                  Director        September 26, 2008
-------------------------------
Dennis Maunder



/s/ Clark D. Wraight                Director        September 26, 2008
-------------------------------
Clark D. Wraight





















                                       25