**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-Q/A**





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





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


Commission
      File Number 0-26670







**NORTH
      AMERICAN SCIENTIFIC, INC.**


(Exact
      name of registrant as specified in its charter)





Delaware
            
            51-0366422(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





20200
      Sunburst Street, Chatsworth, CA 91311


(Address
      of principal executive offices)





(818)
      734-8600


(Registrant's
      telephone number, including area code)











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. x Yes o 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
      definition of “large accelerated filer” and “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
      Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller
      Reporting Company x





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





The
      number of shares of Registrant's Common Stock, $.01 par value, outstanding
      as of
      September 2, 2008 was 18,502,247 shares.













**EXPLANATORY
      NOTE**









North
      American Scientific (the Registrant) is filing this amendment (the Form 10−Q/A)
      to our Quarterly Report on Form 10−Q for the quarter ended July 31, 2008 (the
      Form 10−Q), filed with the U.S. Securities and Exchange Commission on September
      15, 2008, solely to correct an error on the cover page. The cover page of the
      Form 10−Q incorrectly stated that the amount of the Registrant’s Common Stock
      outstanding as of September 2, 2008 was 19,112,003. This incorrect number of
      shares of Common Stock outstanding included an additional 609,756 shares of
      Common Stock issued in error and subsequently cancelled. The cover page of
      this
      Form 10−Q/A correctly states that the number of shares of outstanding Common
      Stock of the Registrant on September 2, 2008 was 18,502,247. This Form 10−Q/A
      should be read in conjunction with the original Form 10−Q, which continues to
      speak as of the date of the Form 10−Q. Except as specifically noted above, this
      Form 10−Q/A does not modify or update disclosures in the original Form 10−Q.
      Accordingly, this Form 10−Q/A does not reflect events occurring after the filing
      of the Form 10−Q or modify or update any related or other
      disclosures.




2




**PART
      II - OTHER INFORMATION**





**Item
              6.**
            **Exhibits**




(a)
        Exhibits.




Exhibits
                No.
            
            Title31.1
            
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            
            Certification
                of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002





3




**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.





NORTH
      AMERICAN SCIENTIFIC, INC.





September
                22, 2008
            By:
            /s/
                John B. RushName:
            John
                B. RushTitle:
            President,Chief
                Executive Officer andActing
                Chief Financial Officer(Principal
                Executive Officer) and(Principal
                Financial Officer)





4




**Exhibit
      Index**


**Exhibits**
                **#**31.1
              
              Certification
                  of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a),
                  as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200231.2
              
              Certification
                  of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a),
                  as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200232.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer Pursuant
                  to Section
                  906 of the Sarbanes-Oxley Act of
                  2002
  5