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 JULY 31, 2008
                                                 -------------


                                       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 September 10, 2008.


<PAGE>



                                      INDEX

                      PASSUR Aerospace, Inc. and Subsidiary

                                                                            Page

PART I.  Financial Information                                                 3

Item 1.  Financial Statements

         Consolidated Balance Sheets - July 31, 2008 (unaudited)
         and October 31, 2007.                                                 3

         Consolidated Statements of Operations (unaudited)
         Nine months ended July 31, 2008 and 2007.                             4

         Consolidated Statements of Operations (unaudited)
         Three months ended July 31, 2008 and 2007.                            5

         Consolidated Statements of Cash Flows (unaudited)
         Nine months ended July 31, 2008 and 2007.                             6

         Notes to Consolidated Financial
         Statements (unaudited) - July 31, 2008.                               7

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

Item 4T. Controls and Procedures.                                             21

PART II. Other Information                                                    22

Item 6.  Exhibits.                                                            22

Signatures.                                                                   23

                                     Page 2
<PAGE>












PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                      PASSUR Aerospace, Inc. and Subsidiary

                           Consolidated Balance Sheets
                                                                                   JULY 31,       October 31,
                                                                                     2008            2007
                                                                                 ------------    ------------
                                                                                  (UNAUDITED)      (Audited)
         ASSETS
         Current assets:
<S>                                                                              <C>             <C>
            Cash                                                                 $    161,989    $    286,992
            Accounts receivable, net                                                1,047,582         794,487
            Inventory, net                                                            428,209         366,751
            Prepaid expenses and other current assets                                 148,094          87,123
                                                                                 ------------    ------------
         Total current assets                                                       1,785,874       1,535,353

         Property, plant and equipment, net                                           398,929         327,791
         PASSUR(R) Network, net                                                     5,807,781       4,517,736
         Software development costs, net                                            1,839,356       1,499,813
         Other assets                                                                 103,624          48,611
                                                                                 ------------    ------------
         Total assets                                                            $  9,935,564    $  7,929,304
                                                                                 ============    ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT
         Current liabilities:
            Accounts payable                                                     $    439,574    $    381,262
            Accrued expenses and other current liabilities                            779,999         660,495
            Deferred income, current portion                                        1,156,613         911,394
            Accrued expenses--related parties                                         442,734            --
                                                                                 ------------    ------------
         Total current liabilities                                                  2,818,920       1,953,151

         Deferred income, less current portion                                        176,493         128,529
         Notes payable--related party                                              13,214,880      12,614,880
                                                                                 ------------    ------------
                                                                                   16,210,293      14,696,560
         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 2008 and 4,787,948 in 2007          48,429          47,879

            Additional paid-in capital                                              4,348,898       4,263,212
            Accumulated deficit                                                    (9,048,581)     (9,454,872)
                                                                                 ------------    ------------
                                                                                   (4,651,254)     (5,143,781)
           Treasury Stock, at cost, 696,500 shares in 2008
              and 2007                                                             (1,623,475)     (1,623,475)
                                                                                 ------------    ------------
         Total stockholders' deficit                                               (6,274,729)     (6,767,256)
                                                                                 ------------    ------------
         Total liabilities and stockholders' deficit                             $  9,935,564    $  7,929,304
                                                                                 ============    ============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                     Page 3
<PAGE>

<TABLE>
<CAPTION>


                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Operations

                                   (Unaudited)


                                                      NINE MONTHS ENDED JULY 31,
                                                         2008           2007
                                                     -----------    -----------
 Revenues:
<S>                                                  <C>            <C>
    Subscriptions                                    $ 5,240,293    $ 3,822,292
    Maintenance                                          302,096        306,765
    Other                                                 65,359         31,592
                                                     -----------    -----------
Total revenues                                         5,607,748      4,160,649
                                                     -----------    -----------

 Cost and expenses:

    Cost of revenues                                   1,770,742      1,439,167
    Research and development                             216,622        268,538
    Selling, general, and administrative expenses      2,766,969      1,729,303
                                                     -----------    -----------
                                                       4,754,333      3,437,008
                                                     -----------    -----------

 Income from operations                                  853,415        723,641

 Other income (expense):
    Interest income                                        4,445          7,300
    Interest expense--related party                     (442,722)      (406,443)
                                                     -----------    -----------
 Income before income taxes                              415,138        324,498
 Provision for income taxes                                8,847         13,381
                                                     -----------    -----------
 Net income                                          $   406,291    $   311,117
                                                     ===========    ===========


 Net income per common share--basic                  $       .10    $       .08
                                                     ===========    ===========

 Net income per common share--diluted                $       .07    $       .06
                                                     ===========    ===========

 Weighted average number of common shares
    outstanding--basic                                 4,124,824      4,091,448
                                                     ===========    ===========
 Weighted average number of common shares
    outstanding--diluted                               5,436,958      5,473,791
                                                     ===========    ===========


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


                                     Page 4
<PAGE>

<TABLE>
<CAPTION>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Operations

                                   (Unaudited)


                                                     THREE MONTHS ENDED JULY 31,
                                                         2008           2007
                                                     -----------    -----------
Revenues:
<S>                                                  <C>            <C>
   Subscriptions                                     $ 1,873,254    $ 1,365,461
   Maintenance                                           108,884        101,332
   Other                                                  15,857           --
                                                     -----------    -----------
Total revenues                                         1,997,995      1,466,793
                                                     -----------    -----------

Cost and expenses:

   Cost of revenues                                      558,918        508,153
   Research and development                               67,333         80,045
   Selling, general, and administrative expenses       1,089,379        587,177
                                                     -----------    -----------
                                                       1,715,630      1,175,375
                                                     -----------    -----------

Income from operations                                   282,365        291,418

Other income (expense):
   Interest income                                           591          2,688
   Interest expense-related party                       (151,309)      (141,634)
                                                     -----------    -----------
Income before income taxes                               131,647        152,472
Provision for income taxes                                 4,723         10,208
                                                     -----------    -----------
Net income                                           $   126,924    $   142,264
                                                     ===========    ===========

Net income per common share--basic                   $       .03    $       .03
                                                     ===========    ===========

Net income per common share--diluted                 $       .02    $       .03
                                                     ===========    ===========

Weighted average number of common shares
   outstanding--basic                                  4,146,448      4,091,448
                                                     ===========    ===========
Weighted average number of common shares
   outstanding--diluted                                5,423,639      5,456,877
                                                     ===========    ===========


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


                                     Page 5
<PAGE>

<TABLE>
<CAPTION>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows

                                   (Unaudited)


                                                            NINE MONTHS ENDED JULY 31,
                                                               2008           2007
                                                           -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>            <C>
Net income                                                 $   406,291    $   311,117
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation and amortization                           1,007,705        776,329
     Provision for doubtful accounts receivable                 54,161          4,245
     Non cash stock compensation expense                        67,286         58,172
     Provision for inventory reserve                              --           22,500
     Changes in operating assets and liabilities:
       Accounts receivable                                    (307,256)      (187,776)
       Inventory                                               (61,458)      (528,336)
       Prepaid expenses and other current assets               (60,972)        64,209
       Other assets                                            (55,013)          --
       Accounts payable                                         58,312       (115,030)
       Deferred income                                         293,184         80,092
       Accrued expenses and other current liabilities          562,238       (190,108)
                                                           -----------    -----------
Total adjustments                                            1,558,187        (15,703)
                                                           -----------    -----------
Net cash provided by operating activities                    1,964,478        295,414

CASH FLOWS FROM INVESTING ACTIVITIES
PASSUR(R) Network                                           (1,904,273)      (989,000)
Software development costs                                    (598,451)      (423,745)
Capital expenditures                                          (205,707)      (191,625)
                                                           -----------    -----------
Net cash used in investing activities                       (2,708,431)    (1,604,370)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable--related party                     600,000      1,300,000
Proceeds from exercise of stock options                         18,950           --
Payments on note payable                                          --           (3,611)
                                                           -----------    -----------
Net cash provided by financing activities                      618,950      1,296,389
                                                           -----------    -----------

Decrease in cash                                              (125,003)       (12,567)
Cash--beginning of period                                      286,992        215,366
                                                           -----------    -----------
Cash--end of period                                        $   161,989    $   202,799
                                                           ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
Interest-related party                                     $      --      $   654,310
Income taxes                                               $     8,847    $     8,153



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


                                     Page 6
<PAGE>


                      PASSUR Aerospace, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

                                  July 31, 2008

                                   (Unaudited)

1. NATURE OF BUSINESS

PASSUR Aerospace, Inc.'s (the "Company", "we", or "our") principal business is
the delivery from its proprietary passive radar ("PASSUR(R)") Network of live,
unique flight information, decision support software, analytics, and
web-delivered collaborative decision solutions to the aviation industry and
organizations that serve, or are served by, the aviation industry.

The Company owns and operates a unique database of flight information with
proprietary decision-making software, primarily powered by a growing
international network of PASSUR(R) Systems located at more than 90 airports
worldwide, including 34 of the top 35 U.S. airports - from which it provides
PASSUR(R) information, analytics, and decision support tools to improve the
financial condition and operational efficiency of aviation organizations. The
Company offers unique, user-friendly information, as well as decision
algorithms, which provide innovative commercial air traffic solutions to more
than 50 airports, including 8 of the top 10 U.S. airports; to dozens of
airlines, including 7 of the top 10 U.S. airlines; and to more than 190
corporate aviation customers, as well as the U.S. Government. In addition, the
Company has created and implemented collaborative web-based software that allows
the Company's customers to instantly share information to improve individual and
joint decision making, creating additional value for those customers.

On April 16, 2008, the Company's shareholders approved an amendment to the
Company's Articles of Incorporation to change the Company's name from Megadata
Corporation to PASSUR Aerospace, Inc. The Company's new ticker symbol is "PSSR".
The amendment to change the Company's name was filed with the Secretary of State
of the State of New York on April 22, 2008.

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, 2007, 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 the Company, 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 July 31, 2008, and its
consolidated results of operations and cash flows for the nine months ended July
31, 2008 and 2007.

Management is addressing the stockholders' deficiency, which, as of July 31,
2008, was approximately $6,275,000, 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

                                     Page 7
<PAGE>

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 additional financial support from its
significant shareholder and Chairman through August 13, 2009. Such commitment
for financial support may be in the form of additional advances or 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, 2008.

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 composed 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

                                     Page 8
<PAGE>

attributable to deferred subscription revenues, 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 are recognized on a straight-line basis over
the estimated life of the customer relationship period, typically five years.

For the period ended July 31, 2008, the provision for doubtful accounts was
approximately $61,000, compared to $7,000, recorded as of the fiscal year ended
October 31, 2007. The Company monitors the outstanding accounts receivable
balance and believes the $61,000 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 costs allocations. Also
included in costs 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.

INVENTORY

Inventory is valued at the lower of cost or market with cost being determined
using the first-in, first-out (FIFO) method. Costs included in inventory consist
of materials, labor, and manufacturing overhead that are related to the purchase
and production of inventory.

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 9
<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. 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 July
31, 2008 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 advanced
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 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.

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:


                                    Page 10
<PAGE>



                                    FOR THE THREE MONTHS    FOR THE NINE MONTHS
                                      ENDED  JULY 31,         ENDED JULY 31,
                                   ---------------------   ---------------------
                                      2008       2007         2008       2007
                                   ---------   ---------   ---------   ---------
Basic weighted average shares
   outstanding                     4,146,448   4,091,448   4,124,824   4,091,448
Effect of dilutive stock options   1,277,191   1,365,429   1,312,134   1,382,343
                                   ---------   ---------   ---------   ---------

Diluted weighted average shares
   outstanding                     5,423,639   5,456,877   5,436,958   5,473,791
                                   =========   =========   =========   =========

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

Stock options                        500,309     345,071     465,366     328,157


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 and nine months ended July 31, 2008
and 2007, stock compensation expense of approximately $34,000 and $67,000, and
$23,000 and $58,000, respectively, was primarily charged to selling, general and
administrative expense.

RECENT ACCOUNTING PRONOUNCEMENTS

On July 13, 2006, FASB Interpretation (FIN) No. 48, Accounting for Uncertainty
in Income Taxes - An Interpretation of FASB Statement No. 109, was issued. FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The new FASB
standard also provides guidance on de-recognition, classification, interest, and
penalties, accounting in interim periods, disclosure, and transition. FASB
Interpretation (FIN) No. 48 takes effect for years beginning after December 15,
2006. The Company adopted FIN No. 48 on November 1, 2007 and determined that the
adoption of FIN No. 48 did not have a material impact on its consolidated
financial statements. In addition, there are no unrecognized tax benefits
included in the consolidated balance sheet that would, if recognized, have a
material effect on the Company's effective tax rate. When applicable, the
Company is continuing the practice of recognizing interest and penalties to
income tax matters in income tax expense. The Company did not recognize interest
or penalties related to income taxes during the nine months ended July 31, 2008.
The Company files U.S. federal and U.S. state tax returns. The statute of
limitations for major jurisdictions is closed for fiscal years prior to October
31, 2004.

                                    Page 11
<PAGE>






3. RELATED PARTY TRANSACTIONS

During the nine months ended July 31, 2008, G.S. Beckwith Gilbert, the Company's
significant shareholder and Chairman, loaned the Company an additional $600,000,
of which $100,000 was loaned to the Company during the three months ended July
31, 2008, in exchange for promissory notes bearing interest payable in cash at
4.5% per annum and maturing on November 1, 2008, bringing the principal amount
of notes due to Mr. Gilbert to $13,214,880, adding accrued interest of $442,735,
resulting in a total of $13,657,615 owed to Mr. Gilbert on July 31, 2008. During
fiscal 2007, Mr. Gilbert loaned the Company $1,400,000 bringing the principal
amount of notes due to Mr. Gilbert to $12,614,880 on October 31, 2007. The notes
payable-related party are classified as long-term liabilities as of July 31,
2008 and October 31, 2007. The notes payable-related party are classified as
long-term liabilities because the Company has a commitment from Mr. Gilbert that
if the Company, at any time, is unable to meet its obligations through August
13, 2009, 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 additional advances or 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
<PAGE>


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

DESCRIPTION OF BUSINESS

The Company's principal business is the delivery from its proprietary PASSUR(R)
Network of live, unique flight information, decision support software,
analytics, and web-delivered collaborative decision solutions to the aviation
industry and organizations that serve, or are served by, the aviation industry.

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) radar network, to airlines, airports, corporate aviation customers,
and the government, while simultaneously investing in growing the radar network
and integrating additional information sets into the database. The Company has
created, and continues to create, collaborative web-based software that allows
all of its customers, both industrial and non-industrial, to instantly share
information to improve individual and joint decision making, creating additional
value for both its traditional and new customers.

Information services include timely, accurate, user-friendly information
important to the efficient operation of airlines, airports, and other customers.
The information services leverage the PASSUR(R) Network, and are designed to
address specific customer requirements, many of which can only be satisfied by
information generated from the PASSUR(R) Network. The services provide airline
and airport customers with specific and timely information needed to efficiently
manage their airport, airside, and ground operations. The estimated time of
arrivals ("ETAs") generated from the PASSUR(R) System are an example of
information services currently being used throughout the customer network.

The Company sells subscription-based information and software products, annual
maintenance contracts for PASSUR(R) radar systems, as well as consulting and
professional services. Under the subscription model, the customer signs, at a
minimum, a one-year contract for access to the information services. The
agreement also provides that the information from the PASSUR(R) Information
Network cannot be resold, used by others, or used for unauthorized purposes.
Consulting services generally accompany the sale of our collaborative decision
tools.

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
<PAGE>


RESULTS OF OPERATIONS

REVENUES

The Company's principal business is the delivery from its proprietary PASSUR(R)
Network of live, unique flight information, decision support software,
analytics, and web-delivered collaborative decision solutions to the aviation
industry and organizations that serve, or are served by, the aviation industry.

The Company offers unique, user-friendly information, as well as decision
algorithms, which provide innovative commercial air traffic solutions to more
than 50 airports, including 8 of the top 10 U.S. airports; to dozens of
airlines, including 7 of the top 10 U.S. airlines; and to more than 190
corporate aviation customers, as well as the U.S. Government. In addition, the
Company has created and implemented collaborative web-based software that allows
the Company's customers to instantly share information to improve individual and
joint decision making, creating additional value for those customers.

Revenues during the three and nine months ended July 31, 2008 increased by
approximately $531,000, or 36%, and $1,447,000, or 35%, respectively, to
$1,998,000 and $5,608,000, respectively, when compared to the same periods in
fiscal 2007. This increase was primarily due to the continued development and
deployment of new software applications, increased effectiveness of the
Company's marketing efforts, industry acceptance of the Company's applications,
as well as the wide selection of products which address customers' needs, and
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 the increased subscriptions from its suite of applications by
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 and nine months ended July 31, 2008,
subscription-based revenues increased approximately $508,000, or 37%, and
$1,418,000 or 37%, respectively, compared to the same periods in fiscal 2007.

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 eighteen and installed twenty-one Company-owned PASSUR(R)
Systems during the nine months ended July 31, 2008 (installations include
systems shipped in current and previous fiscal years). 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 2008. The Company manufactured thirty PASSUR(R) units in
fiscal year 2008. 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 eighty-nine Company-owned PASSUR(R)
Systems located at various airports worldwide as of July 31, 2008.

                                    Page 14
<PAGE>



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.

For the three and nine months ended July 31, 2008, cost of revenues increased by
approximately $51,000, or 10%, and $332,000, or 23%, respectively, compared to
the same periods in fiscal 2007, primarily due to an increase in headcount
related costs, data feeds, communication costs, travel and entertainment
expenses, depreciation, as well as amortization of capitalized software assets.
This increase was partially offset by an increase in the number of PASSUR(R)
Systems added to the PASSUR(R) Network, as well as an increase in the
capitalization of software development costs.

RESEARCH AND DEVELOPMENT

For the three and nine months ended July 31, 2008, research and development
expenses charges to the P&L decreased by approximately $13,000, or 16%, and
$52,000, or 19%, respectively, compared to the same periods in fiscal 2007. This
decrease is primarily due to an increase in the capitalization of costs
associated with software development programs. 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 and nine months ended July
31, 2008 and 2007. Research and development expenses are funded by current
operations.

SELLING, GENERAL AND ADMINISTRATIVE

For the three and nine months ended July 31, 2008, selling, general and
administrative expenses increased by approximately $502,000, or 86%, and
$1,038,000 or 60%, respectively, compared to the same periods in fiscal 2007.
These increases reflect planned expenditures based on anticipated future demand
for our products. These increases, approximately half of which occurred in the
fourth quarter of the previous year, include increased sales and marketing costs
due to the hiring of five additional employees and two consultants, executive
recruiting fees, sales commissions, 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 in order to market new and existing products from the
PASSUR(R) suite of software applications.

                                    Page 15
<PAGE>




OTHER INCOME (EXPENSE)

Interest income and interest expense to/from unrelated parties was not
significant for the three and nine months ended July 31, 2008.

Interest expense-related party increased by approximately $10,000, or 7% and
$36,000 or 9%, respectively, for the three and nine months ended July 31, 2008,
compared to the same periods in fiscal 2007. The increase is due to $700,000 in
higher related-party debt during the nine month period ending July 31, 2008.

NET INCOME

The Company earned net income of approximately $127,000, or $.02 and $406,000 or
$.07 per diluted share, during the three and nine months ended July 31, 2008, as
compared to net income of $142,000, or $.03 per diluted share and $311,000 or
$.06 per diluted share, during the same periods of fiscal 2007.

During the three and nine months ended July 31, 2008, revenues of approximately
$1,998,000 and $5,608,000 exceeded costs and expenses of approximately
$1,716,000 and $4,754,000, respectively, and resulted in income from operations
of approximately $282,000 and $853,000, respectively. Revenues increased by 36%
and 35%, respectively, during the three and nine months ended July 31, 2008, and
total costs and expenses increased by approximately $540,000, or 46%, and
$1,317,000 or 38%, respectively, compared to the same periods in fiscal 2007.

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2008, the Company's current liabilities exceeded current assets by
approximately $1,033,000. At July 31, 2008, the Company's stockholders' deficit
was approximately $6,275,000. For the nine months ended July 31, 2008, the
Company had net income of approximately $406,000.

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 August 13,
2009. Such continuing financial support may be in the form of additional loans
or advances 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 nine months ended July 31,
2008 was approximately $1,964,000. Cash flow used in investing activities for
the nine months ended July 31, 2008 was approximately $2,708,000, and consisted
of investments in the Company's PASSUR(R) Network, capitalized software
development costs, and capital expenditures. Cash flows provided by financing
activities for the nine months ended July 31, 2008, was approximately $619,000

                                    Page 16
<PAGE>

and consisted of $600,000 from notes payable-related party, and approximately
$19,000 of proceeds from the exercise of stock options. No principal payments on
notes payable - related party were made during the nine months ended July 31,
2008.

The Company was profitable during the nine months ended July 31, 2008. 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.

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.

                                    Page 17
<PAGE>


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.

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.

                                    Page 18
<PAGE>


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 July 31, 2008 totaled
approximately $1,839,000. 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.

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, the
PASSUR(R) Network, and software development costs that, at July 31, 2008,
approximated $399,000, $5,808,000 and $1,839,000, respectively, which accounted
for approximately 81% 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 July 31, 2008, 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
<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
<PAGE>



ITEM 4T. 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, have evaluated the effectiveness of its
disclosure controls and procedures, as of the end of period covered by this
report. Based on that evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective at ensuring that required information will be
disclosed on a timely basis in the Company's reports filed under the Exchange
Act.

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) within the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.



                                    Page 21
<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
<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:  SEPTEMBER 15, 2008                   By: /s/ James T. Barry
                                             ----------------------
                                             James T. Barry, President and
                                             Chief Executive Officer

DATED:  SEPTEMBER 15, 2008                   By: /s/ Jeffrey P. Devaney
                                             --------------------------
                                             Jeffrey P. Devaney, Chief Financial
                                             Officer, Treasurer, and Secretary
                                             (Principal Financial and Accounting
                                             Officer)


                                    Page 23
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                  EXHIBIT INDEX


----------------------- -------------------------------------------------------------------------- -------------------------

                                                                                                      PAPER (P) OR
  EXHIBIT NO.                                       DESCRIPTION                                      ELECTRONIC (E)
----------------------- -------------------------------------------------------------------------- -------------------------
----------------------- -------------------------------------------------------------------------- -------------------------
      31.1               Certification of Chief Executive Officer pursuant to Rule
                         13a-14(a) or 15d-14(a) of the Securities Exchange Act                             E
                         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
                         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.

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

----------------------- -------------------------------------------------------------------------- -------------------------
</TABLE>

                                    Page 24