UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


               X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended JANUARY 31, 2009
                                                ----------------


                                       OR

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

         For the transition period from ____________ to _______________


                         Commission file number 000-7642


                             PASSUR AEROSPACE, INC.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)


            NEW YORK                                        11-2208938
            --------                                        ----------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

47 ARCH STREET, GREENWICH, CONNECTICUT                         06830
--------------------------------------                         -----
(Address of Principal Executive Office)                      (Zip Code)

        Registrant's telephone number, including area code:  (203) 622-4086
                                                           -------------------

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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]          Accelerated filer [ ]

Non-accelerated filer   [ ]          Smaller reporting company [X]

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

     ======================================================================
               There were 4,146,448 shares of common stock with a
         par value of $0.01 per share outstanding as of March 13, 2009.


<PAGE>

                                      INDEX

                      PASSUR Aerospace, Inc. and Subsidiary

                                                                            Page

PART I.     Financial Information                                              3

Item 1.     Financial Statements

            Consolidated Balance Sheets - January 31, 2009 (unaudited)
            and October 31, 2008.                                              3

            Consolidated Statements of Operations (unaudited)
            Three months ended January 31, 2009 and 2008.                      4

            Consolidated Statements of Cash Flows (unaudited)
            Three months ended January 31, 2009 and 2008.                      5

            Notes to Consolidated Financial
            Statements (unaudited) - January 31, 2009.                         6

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.                              13

Item 4.     Controls and Procedures.                                          21

PART II.    Other Information                                                 22

Item 6.     Exhibits.                                                         22

Signatures.                                                                   23


                                  Page 2 of 29
<PAGE>

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                      PASSUR Aerospace, Inc. and Subsidiary

                           Consolidated Balance Sheets
                                                                        JANUARY 31,     OCTOBER 31,
                                                                           2009            2008
                                                                       ------------    ------------
                                                                        (UNAUDITED)     (Audited)
ASSETS
Current assets:
<S>                                                                     <C>             <C>
   Cash                                                                 $    133,509    $    217,316
   Accounts receivable, net                                                  803,997         629,888
   Prepaid expenses and other current assets                                 236,692         146,473
                                                                        ------------    ------------
Total current assets                                                       1,174,198         993,677

Property, plant and equipment, net                                           327,443         380,181
PASSUR(R) Network, net                                                     7,216,261       6,904,158
Software development costs, net                                            2,073,269       1,990,547
Other assets                                                                 150,374         101,183
                                                                        ------------    ------------
Total assets                                                            $ 10,941,545    $ 10,369,746
                                                                        ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                     $    747,488    $    615,639
   Accrued expenses and other current liabilities                            986,613         834,132
   Deferred income, current portion                                        1,029,951       1,070,693
   Accrued expenses-related party                                            158,871            --
                                                                        ------------    ------------
Total current liabilities                                                  2,922,923       2,520,464

Deferred income, less current portion                                        247,486         187,970
Notes payable--related party                                              13,814,880      13,814,880
                                                                        ------------    ------------
                                                                          16,985,289      16,523,314
Commitment and contingencies

Stockholders' deficit:
   Preferred shares - authorized 5,000,000 shares, par value $.01 per
     share; none issued or outstanding                                          --              --
Common shares--authorized 10,000,000 shares, par value
$.01 per share; issued 4,842,948  in 2009 and 2008                            48,429          48,429
Additional paid-in capital                                                 4,415,621       4,381,528
   Accumulated deficit                                                    (8,884,319)     (8,960,050)
                                                                        ------------    ------------
                                                                          (4,420,269)     (4,530,093)
  Treasury Stock, at cost, 696,500 shares in 2009
     and 2008                                                             (1,623,475)     (1,623,475)
                                                                        ------------    ------------
Total stockholders' deficit                                               (6,043,744)     (6,153,568)
                                                                        ------------    ------------
Total liabilities and stockholders' deficit                             $ 10,941,545    $ 10,369,746
                                                                        ============    ============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                  Page 3 of 29
<PAGE>

<TABLE>
<CAPTION>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Operations

                                   (Unaudited)


                                                     THREE MONTHS ENDED JANUARY 31,
                                                        2009              2008
                                                   --------------    --------------
Revenues:
<S>                                                <C>               <C>
   Subscriptions                                   $    1,922,065    $    1,590,086
   Maintenance                                             89,861           103,515
   Other                                                   64,459            12,883
                                                   --------------    --------------
Total revenues                                          2,076,385         1,706,484
                                                   --------------    --------------

Cost and expenses:

   Cost of revenues                                       672,252           606,020
   Research and development                                70,075            71,140
   Selling, general, and administrative expenses        1,090,590           730,648
                                                   --------------    --------------
                                                        1,832,917         1,407,808
                                                   --------------    --------------

Income from operations                                    243,468           298,676

Other income (expense):
   Interest income                                            108             2,609
   Interest expense--related party                       (158,871)         (145,071)
                                                   --------------    --------------
Income before income taxes                                 84,705           156,214
Provision for income taxes                                  8,974             4,123
                                                   --------------    --------------
Net income                                         $       75,731    $      152,091
                                                   ==============    ==============


Net income per common share--basic                 $          .02    $          .04
                                                   ==============    ==============

Net income per common share--diluted               $          .01    $          .03
                                                   ==============    ==============

Weighted average number of common shares
   outstanding--basic                                   4,146,448         4,091,448
                                                   ==============    ==============
Weighted average number of common shares
   outstanding--diluted                                 5,327,440         5,580,091
                                                   ==============    ==============


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                  Page 4 of 29
<PAGE>

<TABLE>
<CAPTION>


                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows

                                   (Unaudited)


                                                          THREE MONTHS ENDED JANUARY 31,
                                                              2009            2008
                                                                         (See Note 2)
                                                           -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>            <C>
Net income                                                 $    75,731    $   152,091
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation and amortization                             390,764        304,161
     Provision for doubtful accounts receivable                 32,584         12,000
     Non cash stock compensation expense                        34,093         14,689
     Changes in operating assets and liabilities:
       Accounts receivable                                    (206,693)      (128,807)
       Prepaid expenses and other current assets               (90,219)       (98,838)
       Other assets                                            (49,191)       (21,509)
       Accounts payable                                        131,849        269,319
       Deferred income                                          18,774        126,708
       Accrued expenses and other current liabilities          311,352        186,450
                                                           -----------    -----------
Total adjustments                                              573,313        664,173
                                                           -----------    -----------
Net cash provided by operating activities                      649,044        816,264

CASH FLOWS FROM INVESTING ACTIVITIES
PASSUR(R) Network                                             (564,037)      (743,447)
Software development costs                                    (165,116)      (141,675)
Capital expenditures                                            (3,698)      (144,886)
                                                           -----------    -----------
Net cash used in investing activities                         (732,851)    (1,030,008)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options                           --           15,200
                                                           -----------    -----------
Net cash provided by financing activities                         --           15,200
                                                           -----------    -----------

Decrease in cash                                               (83,807)      (198,544)
Cash--beginning of period                                      217,316        286,992
                                                           -----------    -----------
Cash--end of period                                        $   133,509    $    88,448
                                                           ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
Income taxes                                               $     8,974    $     4,123



SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                  Page 5 of 29
<PAGE>

                      PASSUR Aerospace, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

                                January 31, 2009

                                   (Unaudited)

1. NATURE OF BUSINESS

PASSUR Aerospace, Inc.'s (the "Company", "we", or "our") principal business is
to provide timely, critical information and solutions to aviation organizations
from its proprietary PASSUR(R) Network of live, unique flight information,
incorporating decision support software, analytics, as well as web-delivered
collaborative decision solutions.

The Company is an information company with a unique aviation database and
private international network of proprietary passive radars located at more than
100 airports worldwide, including all of the top 35 US airports - from which we
derive and sell PASSUR(R) information, analytics, and decision support tools to
improve the operational efficiency of aviation organizations, as well as to
provide safety and security services for government organizations. The passive
radar network currently processes ADS-B as well as Mode A, C, and S messages.

The Company offers unique user-friendly information, as well as decision-support
algorithms, which provide innovative commercial air traffic solutions to over 50
airports (including customers at 8 of the top 10 in the US), dozens of airlines
(including 7 of the top 10 US-based airlines), and more than 200 corporate
aviation airports customers, as well as to the US Government. Our customers
acknowledge that the use of PASSUR(R) information and decision tools generate
significant cost savings and helps them make better and more economic decisions.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial information contained in this Form 10-Q represents
condensed financial data and, therefore, does not include all footnote
disclosures required to be included in financial statements prepared in
conformity with accounting principles generally accepted in the United States.
Such footnote information was included in the Company's annual report on Form
10-K for the year ended October 31, 2008, filed with the Securities and Exchange
Commission ("SEC"); the consolidated financial data included herein should be
read in conjunction with that report. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the Company's consolidated financial position at January 31, 2009, and its
consolidated results of operations and cash flows for the three months ended
January 31, 2009 and 2008.

Management is addressing the Company's working capital and stockholders'
deficiency by aggressively marketing the Company's PASSUR(R) information
capabilities in its existing product lines, as well as in new products, which
are continually being developed and deployed. The Company intends to increase
the size and related airspace coverage of its owned "PASSUR(R) Network," by
continuing to install PASSUR(R) Systems throughout the United States and certain
foreign countries. In addition, management believes that expanding its existing
software suite of products, which

                                  Page 6 of 29
<PAGE>

address the wide array of needs of the aviation industry, through the continued
development of new product offerings, will continue to lead to increased growth
in the Company's customer base and subscription-based revenues. Additionally, if
the Company's business plan does not generate sufficient cash flows from
operations to meet the Company's operating cash requirements, the Company will
attempt to obtain external financing, and if such external financing is not
consummated, the Company has a commitment to receive additional financial
support from its significant shareholder and Chairman through March 9, 2010.
Such commitment for financial support may be in the form of additional loans to
the Company, in addition to the deferral of principal and interest payments due
on the existing loans, if deemed necessary.

The results of operations for the interim period stated above are not
necessarily indicative of the results of operations to be recorded for the full
fiscal year ending October 31, 2009.

Footnotes have been rounded to the nearest thousand for presentation purposes.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of PASSUR Aerospace,
Inc. and its wholly-owned subsidiary. All significant inter-company transactions
and balances have been eliminated in consolidation.

REVENUE RECOGNITION POLICY

The Company follows the provisions of the American Institute of Certified Public
Accountants Statement of Position 97-2, or SOP 97-2, SOFTWARE REVENUE
RECOGNITION, as amended. SOP 97-2 delineates the accounting practices for
software products, maintenance and support services, and consulting revenue.
Under SOP 97-2, the Company recognizes revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is determinable, and
collection of the resulting receivable is probable. For arrangements involving
multiple elements (e.g., maintenance, support, and other services), the Company
allocates revenue to each element of the arrangement based on vendor-specific
objective evidence of its fair value, or for products not being sold separately,
the objective and verifiable fair value established by management.

The Company recognizes service and maintenance revenues on a straight-line basis
over the service contract period. Revenues for data subscription services are
recognized on a monthly basis upon the execution of an agreement and the
customer's receipt of the data.

The Company recognizes license fee revenues on a straight-line basis over the
term of the license agreement, which typically does not exceed five years.

The Company recognizes initial set up fee revenues and associated costs on a
straight-line basis over the estimated life of the customer relationship period,
typically five years.

ACCOUNTS RECEIVABLE

The Company uses installment license and/or maintenance agreements as part of
its standard business practice. The Company has a history of successfully
collecting amounts due under the original payment terms, without making
concessions on payments, software products, maintenance, or other services. Net
accounts receivable are comprised of either the monthly, quarterly, or annual
committed amounts due from customers pursuant to the terms of each respective
customer's agreement. These account receivable balances include unearned revenue
attributable to deferred subscription revenues,

                                  Page 7 of 29
<PAGE>

deferred maintenance revenues, and unamortized license fee revenues. Deferred
revenue amounts represent fees billed prior to actual performance of services,
which will be recognized as revenue over the respective license agreement term,
which typically does not exceed five years.

Accounts receivable balances also include initial set up fees billed when the
service is performed and revenues relating to these set up fees are recognized
on a straight-line basis over the estimated life of the customer relationship
period, typically five years.

As of January 31, 2009, the provision for doubtful accounts was approximately
$86,000, compared to $54,000, recorded as of the fiscal year ended October 31,
2008. The Company monitors the outstanding accounts receivable balance and
believes the $86,000 provision is reasonable.

COST OF REVENUES

The Company has not segregated its cost of revenues between cost of system
revenues and cost of subscription and maintenance revenues, as it is not
practicable to segregate such costs. Costs associated with system revenues
consist primarily of purchased materials, direct labor, and overhead costs.

Costs associated with subscription and maintenance revenues consist primarily of
direct labor, communication costs, depreciation of PASSUR(R) Network assets,
amortization of software development costs, and overhead cost allocations. Also
included in cost of revenues are costs associated with the upgrades of PASSUR(R)
systems necessary to make such systems compatible with new software
applications, as well as the ordinary repair and maintenance of existing
PASSUR(R) Network systems. Additionally, cost of revenues in each reporting
period is impacted by: (1) the number of PASSUR(R) Network units added, which
include the production, shipment, and installation of these assets which are
capitalized to the PASSUR(R) Network; and (2) capitalized costs associated with
software development programs which are expensed in cost of revenues.

PASSUR(R) NETWORK

The PASSUR(R) Network installations, which include the direct and indirect
production and installation costs incurred for each of the Company-owned
PASSUR(R) Systems (the "PASSUR(R) Network"), are recorded at cost, net of
accumulated depreciation. Depreciation is charged to cost of revenues and is
calculated using the straight-line method over the estimated useful life of the
asset, which is estimated at seven years. Units that are not placed into service
are not depreciated until they are placed into service.

CAPITALIZED SOFTWARE COSTS

The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 86, "ACCOUNTING FOR THE COSTS OF SOFTWARE TO BE SOLD,
LEASED, OR OTHERWISE MARKETED." Costs incurred to develop computer software
products as well as significant enhancements to software features of the
existing products to be sold or otherwise marketed, are capitalized after
technological feasibility is established and ending when the product is
available for release to customers. Once the software products become available
for general release to the public, the Company begins to amortize such costs to
cost of revenues.


                                  Page 8 of 29
<PAGE>

Amortization of capitalized software costs is provided on a product-by-product
basis based on the greater of the ratio of current gross revenues to the total
of current and anticipated future gross revenues or the straight-line method
over the estimated economic life of the product beginning at the point the
product becomes available for general release, typically over five years. Costs
incurred to improve and support products after they become available for general
release are charged to expense as incurred. Costs incurred to enhance products
are capitalized. The assessment of recoverability of capitalized software
development costs requires the exercise of judgment by management. In the
opinion of management, all such costs capitalized as of January 31, 2009 are
recoverable through anticipated future sales of such applicable products.

DEFERRED INCOME

Deferred income includes advances received on subscription services and/or
maintenance agreements, which are derived from the Company's PASSUR(R) Network
and which may be prepaid either annually or quarterly, as well as the
unamortized portion of one-time payments received for license fees relating to
Company software applications. Revenues from subscription and maintenance
services are recognized as income ratably over the subscription and/or
maintenance period that coincides with the respective agreement.

The Company recognizes license fee revenues on a straight-line basis over the
term of the license agreement, which typically does not exceed five years.

The Company recognizes initial set up fee revenues and associated costs on a
straight-line basis over the estimated life of the customer relationship period,
typically five years.

LONG-LIVED ASSETS

The Company reviews long-lived assets for impairment when circumstances indicate
the carrying amount of an asset may not be recoverable. Impairment is recognized
to the extent the sum of undiscounted estimated future cash flows expected to
result from the use of the asset is less than the carrying value. Assets to be
disposed of are carried at the lower of their carrying value or fair value, less
costs to sell. The Company evaluates the periods of amortization continually in
determining whether later events and circumstances warrant revised estimates of
useful lives. If estimates are changed, the unamortized costs will be allocated
to the increased or decreased number of remaining periods in the revised life.



                                  Page 9 of 29
<PAGE>

NET INCOME PER SHARE INFORMATION

Basic net income per share is computed based on the weighted average number of
shares outstanding. Diluted net income per share is based on the sum of the
weighted average number of common shares outstanding and common stock
equivalents. Shares used to calculate net income per share are as follows:

                                                    FOR THE THREE MONTHS ENDED
                                                           JANUARY 31,
                                                         2009            2008
                                                      ---------        ---------
Basic weighted average shares                         4,146,448        4,091,448
   outstanding
Effect of dilutive stock options                      1,180,992        1,488,643
                                                      ---------        ---------

Diluted weighted average shares
   outstanding                                        5,327,440        5,580,091
                                                      =========        =========


Weighted average shares which
  are not included in the
  calculation of diluted net
  income per share because their
  impact is anti-dilutive

Stock options                                           604,508          268,857


STOCK BASED COMPENSATION

The Company follows FASB No. 123R "Share-Based Compensation" which requires
measurement of compensation cost for all stock-based awards at fair value on
date of grant and recognition of compensation over the service period for awards
expected to vest. The fair value of stock options was determined using the
Black-Scholes valuation model, which is consistent with our valuation techniques
previously utilized for stock options in footnote disclosures required under
SFAS No. 123. Such fair value is recognized as expense over the service period,
net of estimated forfeitures. For the three months ended January 31, 2009 and
2008, stock compensation expense of approximately $34,000 and $15,000,
respectively, was primarily charged to selling, general, and administrative
expenses.

RECLASSIFICATIONS

Certain amounts as previously reported have been reclassified to conform to
current year classifications. The Company historically classified certain
components of the PASSUR(R) Network as inventory and based upon its prior year
re-evaluation of the use of these assets, the Company had reclassified these
components as part of the PASSUR(R) Network non-current assets. The Company does
not intend to sell the PASSUR(R) systems. There is no balance sheet or income
statement effect due to this reclassification. Accordingly, for the three months
ended January 31, 2008, operating cash flows increased and investing cash flows
decreased by approximately $512,000.


                                 Page 10 of 29
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 157 "Fair Value Measurement," ("SFAS No. 157") on
November 1, 2008. SFAS No. 157 defines fair value, establishes a methodology for
measuring fair value, and expands the required disclosure for fair value
measurements. On February 12, 2008, the Financial Accounting Standards Board
("FASB") issued FASB Staff Position No. SFAS 157-2, "Effective Date of FASB
Statement No. 157," which amends SFAS No. 157 by delaying its effective date by
one year for non-financial assets and non-financial liabilities, except for
items that are recognized or disclosed at fair value in the financial statements
on a recurring basis. The adoption of SFAS No. 157 for the Company's financial
assets and financial liabilities did not have a material impact on its
consolidated financial statements. Effective November 1, 2009, SFAS No. 157 will
also apply to all other fair value measurements for the Company. The Company is
evaluating the effect the implementation of SFAS No. 157 will have on its
non-financial assets and non-financial liabilities on its consolidated financial
statements.

In December 2007, the FASB issued SFAS 141 (revised 2007), "Business
Combinations" ("SFAS 141R"). SFAS 141R will significantly change the accounting
for business combinations in a number of areas including the treatment of
contingent consideration, contingencies, acquisition costs, in-process research
and development, and restructuring costs. In addition, under SFAS 141R, changes
in deferred tax asset valuation allowances and acquired income tax uncertainties
in a business combination after the measurement period will impact income tax
expense. SFAS 141R is effective for fiscal years beginning after December 15,
2008. The Company has not yet evaluated the impact, if any, of adopting this
pronouncement.

In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests (NCI) and classified as a
component of equity. This new consolidation method will significantly change the
accounting for transactions with minority interest holders. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The Company has
not yet evaluated the impact, if any, of adopting this pronouncement.



                                 Page 11 of 29
<PAGE>

3. RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2009, G.S. Beckwith Gilbert, the
Company's significant shareholder and Chairman, made no additional loans to the
Company. During fiscal 2008, Mr. Gilbert loaned the Company an additional
$1,200,000, of which $600,000 was loaned to the Company during the three months
ended October 31, 2008, bringing the principal amount of notes due to Mr.
Gilbert to $13,814,880 on October 31, 2008 and January 31, 2009, and which
mature on November 1, 2011. Interest was payable at the annual rate of 4.5% from
November 1, 2008 to January 31, 2009 payable in cash. Beginning February 1, 2009
through October 31, 2011, the annual interest rate will be 9% payable as
follows: interest at the annual rate of 6% will be payable in cash plus the
remaining interest at the annual rate of 3% will be payable at the option of the
Company in cash or "paid in kind" and added to the principal of the note.
Interest payments shall be made annually at October 31 of each year. The notes
payable-related party are classified as long-term liabilities because no amounts
are due before November 1, 2011. The Company has a commitment from Mr. Gilbert
that if the Company, at any time, is unable to meet its obligations through
November 1, 2011, Mr. Gilbert will provide the necessary continuing financial
support to the Company in order for the Company to meet such obligations. Such
commitment for financial support may be in the form of loans to the Company, in
addition to the deferral of principal and interest payments due on the existing
loans, if deemed necessary. The notes are secured by the Company's assets.



                                 Page 12 of 29
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

DESCRIPTION OF BUSINESS

The Company's principal business is to provide timely, critical information and
solutions to aviation organizations from its proprietary PASSUR(R) Network of
live, unique flight information, incorporating decision support software,
analytics, as well as web-delivered collaborative decision solutions.

Over the past several years, the Company has been developing and selling
information and software from its unique flight database (powered by the
PASSUR(R) passive radar network) to aviation organizations, and those who serve
aviation. The Company has created and continues to create information, decision
support, and collaborative web-based software that allows all of its customers
to instantly share information to improve individual and joint decision making,
creating additional value for all of the Company's markets.

The Company offers unique user-friendly information, as well as decision-support
algorithms, which provide innovative commercial air traffic solutions. Our
customers acknowledge that the use of PASSUR(R) information and decision tools
generate significant cost savings and helps them make better and more economic
decisions.

Our goal is to enhance the efficiency and security of the airspace and save
customers money by providing timely, critical information and solutions to
commercial and government organizations. The Company believes there is a
significant opportunity for PASSUR(R) to become the standard in an industry
where information capabilities are fragmented, standardized information is
lacking, and where only limited means of sharing and communicating information
currently exist.

The Company has incorporated strict levels of security in both the information
generated by the PASSUR(R) Network, and the availability of that information to
the end users.


                                 Page 13 of 29
<PAGE>

RESULTS OF OPERATIONS

REVENUES

Revenues during the three months ended January 31, 2009 increased by
approximately $370,000, or 22%, to $2,076,000 when compared to the same period
in fiscal 2008. This increase was primarily due to the continued development and
deployment of new software applications, the increased effectiveness of the
Company's marketing efforts, the industry acceptance of the Company's
applications, as well as the wide selection of products which address customers'
needs together with ease of delivery through web-based applications. These
efforts resulted in an increased number of new customers subscribing to the
Company's suite of software applications and higher subscriptions from some of
its existing customers. This increase was primarily due to the increased focus
on the subscription-based revenue business model.

Management continues to concentrate its efforts on the sale of information and
decision support product applications utilizing data primarily derived from the
PASSUR(R) Information Network. Such efforts include the continued development of
new product applications, as well as enhancements and maintenance of existing
applications. As a result, during the three months ended January 31, 2009,
subscription-based revenues increased approximately $332,000, or 21%, compared
to the same period in fiscal 2008.

The Company's business plan is to continue to focus on increasing
subscription-based revenues from the suite of software applications, and to
develop new applications designed to address the needs of the aviation industry.

The Company shipped six and four and installed four and five Company-owned
PASSUR(R) Systems during the three months ended January 31, 2009 and 2008,
respectively (installations include systems shipped in the current and previous
fiscal year). The shipped and installed PASSUR(R) Systems were capitalized as
part of the Company-owned "PASSUR(R) Information Network." The Company will
continue to expand the PASSUR(R) Information Network by shipping and installing
additional PASSUR(R) Systems throughout fiscal 2009. The Company is continuing
its manufacturing program in fiscal 2009 and there were thirty PASSUR(R)'s in
the process of being built as of January 31, 2009. Management anticipates that
future PASSUR(R) sites will provide increased coverage for the PASSUR(R)
Information Network by increasing the Company's ability to contract with new
customers at such locations and by providing existing customers with additional
data solutions. The Company will continue to market the data generated from the
PASSUR(R) Information Network directly to the aviation industry and
organizations that serve, or are served by, the aviation industry. There were
one hundred and seven Company-owned PASSUR(R) Systems located at various
airports worldwide as of January 31, 2009.

COST OF REVENUES

Costs associated with subscription and maintenance revenues consist primarily of
direct labor, depreciation of PASSUR(R) Network assets, amortization of software
development costs, communication costs, and allocated overhead costs. Also
included in cost of revenues are costs associated with the upgrades of PASSUR(R)
Systems necessary to make older systems compatible with new software
applications, as well as the ordinary repair and maintenance of existing network
systems. Additionally, cost of revenues in each reporting period is impacted by:
(1) the number of PASSUR(R) units produced, upgraded, shipped, and installed
during the year which are added to the PASSUR(R) Network and (2) capitalized
costs associated with software development projects, collectively referred to as
"Capitalized Assets", which are depreciated and/or amortized over their
respective useful lives and charged to cost of revenues.

                                 Page 14 of 29
<PAGE>

For the three months ended January 31, 2009, cost of revenues increased by
approximately $66,000, or 11%, compared to the same period in fiscal 2008,
primarily due to an increase in headcount related costs, communication costs, as
well as depreciation and amortization of capitalized software assets. This
increase was partially offset by an increase in the capitalization of initial
set-up costs as well as an increase in the capitalization of software
development costs.

RESEARCH AND DEVELOPMENT

For the three months ended January 31, 2009 and 2008, research and development
expenses remained consistent. The Company's research and development efforts
include activities associated with the enhancement, maintenance, and improvement
of the Company's existing hardware, software, and information products.

The Company anticipates that it will continue to invest in research and
development to develop, maintain, and support the existing and newly developed
applications for its PASSUR(R) customers. There were no customer sponsored
research and development activities during the three months ended January 31,
2009 and 2008. Research and development expenses are funded by current
operations.

SELLING, GENERAL AND ADMINISTRATIVE

For the three months ended January 31, 2009, selling, general and administrative
expenses increased by approximately $360,000, or 49%, compared to the same
period in fiscal 2008. These expenses are approximately $59,000, or 6% higher
than the fourth quarter of the previous fiscal year. This increase reflects
planned expenditures based on anticipated future demand for our products.
Included in this increase are sales and marketing costs due to the hiring of
five additional employees and two consultants, as well as expenditures relating
to the introduction of new marketing initiatives.

The Company does not anticipate the same rate of increase in its sales and
marketing efforts for the full fiscal year 2009 to market new and existing
products from the PASSUR(R) suite of software applications.

OTHER INCOME (EXPENSE)

Interest income was not significant for the three months ended January 31, 2009.

Interest expense-related party increased by approximately $14,000, or 10%, for
the three months ended January 31, 2009, compared to the same period in fiscal
2008. The increase is due to $1,200,000 in higher related-party debt during the
three month period ending January 31, 2009.

NET INCOME

The Company earned net income of approximately $76,000, or $.01 per diluted
share, during the three months ended January 31, 2009, as compared to net income
of approximately $152,000 or $.03 per diluted share, during the same period of
fiscal 2008. This decrease in net income is primarily due to an increase in
sales and marketing expenses for the three months ended January 31, 2009 as
compared to the same period in fiscal 2008.

                                 Page 15 of 29
<PAGE>

During the three months ended January 31, 2009, revenues of approximately
$2,076,000 exceeded costs and expenses of approximately $1,833,000, and resulted
in income from operations of approximately $243,000. Revenues increased by 22%
during the three months ended January 31, 2009, and total costs and expenses
increased by approximately $425,000, or 30%, compared to the same period in
fiscal 2008.


LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2009, the Company's current liabilities exceeded current assets
by approximately $1,749,000. At January 31, 2009, the Company's stockholders'
deficit was approximately $6,044,000. For the three months ended January 31,
2009, the Company had net income of approximately $76,000.

Management is addressing the Company's working capital and stockholders'
deficiencies by aggressively marketing the Company's PASSUR(R) information
capabilities in its existing product lines, as well as in new products, which
are continually being developed and deployed. The Company intends to increase
the size and related airspace coverage of its owned "PASSUR(R) Network," by
continuing to install PASSUR(R) Systems throughout the United States and certain
foreign countries. In addition, management believes that expanding its existing
software suite of products, which address the wide array of needs of the
aviation industry, through the continued development of new product offerings,
will continue to lead to increased growth in the Company's customer base and
subscription-based revenues. Additionally, if the Company's business plan does
not generate sufficient cash-flows from operations to meet the Company's
operating cash requirements, the Company will attempt to obtain external
financing, and if such external financing is not consummated, the Company has a
commitment to receive the necessary continuing financial support to meet its
obligations from its significant shareholder and Chairman through March 9, 2010.
Such continuing financial support may be in the form of additional loans to the
Company, in addition to the deferral of principal and/or interest payments due
on the outstanding loans, if deemed necessary.

Net cash provided by operating activities for the three months ended January 31,
2009 was approximately $649,000. Cash flow used in investing activities for the
three months ended January 31, 2009 was approximately $733,000, and consisted
primarily of investments in the Company's PASSUR(R) Network, capitalized
software development costs, and capital expenditures. There were no cash flows
provided by or used in financing activities for the three months ended January
31, 2009. No principal payments on notes payable - related party were made
during the three months ended January 31, 2009.

The Company was profitable during the three months ended January 31, 2009. To
date, the Company has experienced increased revenues as a result of its
subscription-based revenue model. The Company is actively addressing the
increasing costs associated with supporting the business, and plans to identify
and reduce any unnecessary costs as part of its cost reduction initiatives.
Additionally, the aviation market has been impacted by budgetary constraints,
airline bankruptcies and consolidations due to the downturn in the current
economy, the terrorist events of September 11, 2001, the continued war on
terrorism, and increased fuel costs. The aviation market is extensively
regulated by government agencies, particularly the Federal Aviation
Administration and The National Transportation Safety Board, and management
anticipates that new regulations relating to air travel may continue to be
issued. Substantially all of the Company's revenues are derived from airports,
airlines, and organizations that serve, or are served by, the aviation industry.
Any new regulations or changes in the economic situation of the aviation
industry could have an impact on the future operations of the Company, either
positively or negatively.

                                 Page 16 of 29
<PAGE>

Interest by potential customers in the information and decision support software
products obtained from the PASSUR(R) Network remains strong, and the Company
anticipates an increase in future revenues. However, the Company cannot predict
if such revenues will materialize. If sales do not increase, losses may occur.
The extent of such profits or losses will be dependent on sales volume achieved
and Company cost reduction initiatives.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities based upon accounting policies management has
implemented. The Company has identified the policies and estimates below as
critical to its business operations and the understanding of its results of
operations. The impact and any associated risks related to these policies on the
Company's business operations are discussed throughout Management's Discussion
and Analysis of Financial Condition and Results of Operations, where such
policies affect its reported financial results. The actual impact of these
factors may differ under different assumptions or conditions. The Company's
accounting policies that require management to apply significant judgment and
estimates include:

REVENUE RECOGNITION

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 104, "REVENUE RECOGNITION IN FINANCIAL STATEMENTS" ("SAB 104"), as codified.
SAB 104 requires that four basic criteria must be met before revenues can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred or services have been rendered; (3) the fee is fixed and determinable;
and (4) collectibility is reasonably assured. The Company also recognizes
revenue in accordance with Statement of Position 97-2, "SOFTWARE REVENUE
RECOGNITION" ("SOP 97-2"), as amended, when applicable.

The Company's revenues are generated from the following: (1) subscription and
maintenance agreements and (2) one-time license fees.

Revenues generated from subscription and maintenance agreements are recognized
over the term of such executed agreements and/or customer's receipt of such data
or services. In accordance with SOP 97-2, we recognize revenue from the
licensing of our software products or performance of maintenance when all of the
following criteria are met: (1) we have evidence of an agreement with a
customer; (2) we deliver the products/services; (3) license or maintenance
agreement terms are deemed fixed or determinable and free of contingencies or
uncertainties that may alter the agreement, such that the sale may not be
complete and/or final; and (4) collection is probable.

The Company records revenues pursuant to individual contracts on a
month-by-month basis, as outlined by the applicable agreement(s). In many cases,
the Company may invoice respective customers in advance of specified period(s),
either quarterly or annually, which coincides with the terms of the agreement.
In such cases, the Company will defer at the close of each month and/or
reporting period, any subscription or maintenance revenues invoiced for which
services have yet to be rendered, in accordance with SOP 97-2.

                                 Page 17 of 29
<PAGE>

Our software licenses generally do not include acceptance provisions. An
acceptance provision generally allows a customer to test the software for a
defined period of time before committing to a binding agreement to license the
software. If a subscription agreement includes an acceptance provision, the
Company will not recognize revenue until the earlier of the receipt of a written
customer acceptance or, if not notified by the customer to cancel the
subscription agreement, the expiration of the acceptance period.

From time to time, the Company will receive one-time payments from customers for
rights, including but not limited to, the rights to use certain data at an
agreed upon location(s) for a specific use and/or for an unlimited number of
users. Such one-time payments are in the form of license fees. These fees are
recognized as revenue ratably over the term of the license agreement or expected
useful life of such license arrangement, whichever is longer, but typically five
years.

Any deferred revenue is classified on the Company's balance sheet as a liability
in the deferred income account until such time as revenue from services is
properly recognized as revenue in accordance with SAB 104 and/or SOP 97-2 and
the corresponding agreement.

CAPITALIZED SOFTWARE COSTS

The Company follows the provisions of Statement of Financial Accounting
Standards No. 86, "ACCOUNTING FOR THE COSTS OF SOFTWARE TO BE SOLD, LEASED, OR
OTHERWISE MARKETED" ("SFAS 86"). Costs incurred to develop computer hardware and
software products, as well as enhancements to software features of the existing
products to be sold or otherwise marketed, are capitalized after technological
feasibility is established. Once the software products become available for
general release to the public, the Company will begin to amortize such costs to
cost of revenues.

The Company's policy on capitalized software costs determines whether the costs
incurred are classified as capitalized costs (in accordance with SFAS 86) or as
research and development expenses. In cases where the Company capitalizes costs
incurred with development of new hardware/software products, a product
specification is designed and/or a working model of the respective project is
developed as the guideline for the capitalization of costs associated with such
project in accordance with SFAS 86.

Once a product has been made available for sale and/or released for sale to the
general public, the development costs of that product are no longer capitalized
and amortization commences over a five-year period. Any additional costs
incurred to maintain or support such product are expensed as incurred. In some
cases, the Company may capitalize costs incurred in the development of enhanced
versions of already existing products, but will immediately expense any
additional costs incurred to maintain products which were completed and released
to the general public, in accordance with SFAS 86. Management uses judgment in
determining and evaluating whether development costs meet the criteria for
immediate expense or capitalization.

The Company's net capitalized software costs at January 31, 2009 totaled
approximately $2,073,000. The carrying value of the capitalized software costs
is dependent on the forecasted and actual future cash flows generated from such
assets as determined and evaluated by management.

                                 Page 18 of 29
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS

The Company follows the provisions of Statement of Financial Accounting
Standards No. 144, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS" ("SFAS 144"). At each reporting period, the Company reviews long-lived
assets for impairment to determine if the carrying amount of an asset may not be
recoverable. Impairment is recognized when the sum of the undiscounted estimated
future cash flows expected to result from the use of the asset is less than the
carrying value. The Company evaluates the periods of amortization continually in
determining whether any events or circumstances warrant revised estimates of
useful lives.

The Company's long-lived assets include property, plant, and equipment and the
PASSUR(R) Network, which, at January 31, 2009, approximated $7,544,000, and
accounted for 69% of the Company's total assets. The carrying value of
long-lived assets is dependent on the forecasted and actual financial
performance, as well as future cash flows of such assets, as determined by
management.

At each reporting period, management evaluates the carrying values of the
Company's assets. The evaluation considers the undiscounted cash flows generated
from current contractual revenue sources and the anticipated forecast revenue
derived from each asset. The Company then evaluates these revenues on an overall
basis to determine if any impairment issues exist. As of January 31, 2009, based
upon management's evaluation of the above asset groups, no impairments of these
asset groups exist. If these forecasts are not met, the Company may have to
record impairment charges not previously recorded.



                                 Page 19 of 29
<PAGE>

FORWARD LOOKING STATEMENTS

The information provided in this Quarterly Report on Form 10-Q (including,
without limitation, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Liquidity and Capital Resources") contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding the Company's future plans, objectives,
and expected performance. The words "believe," "may," "will," "could," "should,"
"would," "anticipate," "estimate," "expect," "project," "intend," "objective,"
"seek," "strive," "might," "likely result," "build," "grow," "plan," "goal,"
"expand," "position," or similar words, or the negatives of these words, or
similar terminology, identify forward-looking statements. These statements are
based on assumptions that the Company believes are reasonable, but are subject
to a wide range of risks and uncertainties, and a number of factors could cause
the Company's actual results to differ materially from those expressed in the
forward-looking statements referred to above. These factors include, among
others, the uncertainties related to the ability of the Company to sell data
subscriptions from its PASSUR(R) Network and to make new sales of its PASSUR(R)
and other product lines (due to potential competitive pressure from other
companies or other products), as well as the current uncertainty in the aviation
industry due to terrorist events, the war on terror, increased fuel costs, and
airline bankruptcies and consolidations. Other uncertainties which could impact
the Company are uncertainties with respect to future changes in governmental
regulation and the impact that such changes in regulation will have on the
Company's business. Additional uncertainties are related to a) the Company's
ability to find and maintain the personnel necessary to sell, manufacture, and
service its products, b) its ability to adequately protect its intellectual
property, c) its ability to secure future financing and d) its ability to
maintain the continued support of its significant shareholder. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
relate only to events as of the date on which the statements are made and which
reflect management's analysis, judgments, belief, or expectation only as of such
date. The Company undertakes no obligation to publicly update any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.


                                 Page 20 of 29
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES.

For purposes of Rules 13a-15 and 15d-15 of the Exchange Act 1934 ("Exchange
Act"), the term "disclosure controls and procedures" refers to the controls and
other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the
Exchange Act is recorded, processed, summarized, and reported within required
time periods. The Company's management, including the Company's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of its
disclosure controls and procedures, as of the end of the period covered by this
report. Based on that evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that, for the reasons set forth below, the
Company's disclosure controls and procedures were not effective as of January
31, 2009 at ensuring that required information would be disclosed on a timely
basis in the Company's reports filed under the Exchange Act.

In March 2009, it came to the Company's attention that a number of reports
required by Section 16(a) of the Exchange Act had inadvertently not been filed
with the SEC - specifically Forms 3 (Initial Statement of Beneficial Ownership
of Securities), Forms 4 (Statement of Changes in Beneficial Ownership). In
addition, the failure to file these reports was not properly documented in
several of the Company's Annual Reports on Forms 10-K and Definitive Proxy
Statements, as filed with the SEC. The Company is in the process of notifying
the delinquent filers so that the required filings are made.

As a result of this error, in March 2009, the Company implemented a procedure
whereby Section 16 filings are tracked under the supervision of the Company's
Chief Financial Officer, who is also charged with reviewing the disclosure
required by Item 405 of Regulation S-K in the Company's Annual Reports on Form
10-K and Definitive Proxy Statements.


                                 Page 21 of 29
<PAGE>

PART II.              OTHER INFORMATION

ITEM 6.            EXHIBITS

                  31.1     Certification of Chief Executive Officer pursuant to
                           Rule 13a-14(a) or 15d-14(a) of 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) or 15d-14(a) of the Securities
                           Exchange Act of 1934, as adopted pursuant to Section
                           302 of the Sarbanes-Oxley Act of 2002.

                  32.1     Certification of Chief Executive Officer pursuant to
                           18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

                  32.2     Certification of Chief Financial Officer pursuant to
                           18 U.S.C. Section 1350, as adopted pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.



                                 Page 22 of 29
<PAGE>

SIGNATURES

Pursuant to the requirements 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.

                                           PASSUR AEROSPACE, INC.

 DATED:  MARCH 17, 2009             By: /s/ James T. Barry
                                        ---------------------------
                                        James T. Barry, President and
                                        Chief Executive Officer

 DATED:  MARCH 17, 2009                 By: /s/ Jeffrey P. Devaney
                                        ---------------------------
                                        Jeffrey P. Devaney, Chief Financial
                                        Officer, Treasurer, and Secretary
                                        (Principal Financial and Accounting
                                        Officer)


                                 Page 23 of 29
<PAGE>

<TABLE>
<CAPTION>
                                                 EXHIBIT INDEX

-----------------------------------------------------------------------------------------------------------
                                                                                              PAPER (P) OR
  EXHIBIT NO.                               DESCRIPTION                                      ELECTRONIC (E)
-----------------------------------------------------------------------------------------------------------
<S>              <C>                                                                              <C>
      31.1       Certification of Chief Executive Officer pursuant to Rule                         E
                 13a-14(a) or 15d-14(a) of the Securities Exchange Act
                 of 1934, as E adopted pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002.
-----------------------------------------------------------------------------------------------------------
      31.2       Certification   of  Chief  Financial   Officer  pursuant  to  Rule                E
                 13a-14(a) or 15d-14(a) of the Securities  Exchange Act of 1934, as
                 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
-----------------------------------------------------------------------------------------------------------
      32.1       Certification  of Chief  Executive  Officer  pursuant  to 18 U.S.C.               E
                 Section   1350,   as  adopted   pursuant  to  Section  906  of  the
                 Sarbanes-Oxley Act of 2002.
-----------------------------------------------------------------------------------------------------------
      32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C.                    E
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                 Page 24 of 29