UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K/A


Amendment No. 1




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





For the
fiscal year ended December 31, 2008


or





o  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 000-49636




Viking Systems, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
                  86-0913802(State
      or other jurisdiction of
                    incorporation
      or organization)
                  (I.R.S.
      Employer
                    Identification
      No.)




134
Flanders Road,


Westborough,
MA, 01581


(Address
of principal executive offices)( Zip Code)




(508)
366-3668


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class: None.
                      Name
      of each exchange on which registered: Not
  applicable.




Securities
registered pursuant to Section 12(g) of the Act:


$.001
Par Value Common Stock




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.     Yes o   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    
Yes o  No x




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 o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   
Yes o    No o











Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   x




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
the definitions of “large accelerated filer,” “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer   o
              
              Accelerated filer  
      o
              
              Non-accelerated
      filer  o
              
              Smaller reporting Company  x(Do not check if a smaller
      reporting company)




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




The
aggregate market value of the voting stock, consisting solely of common stock,
held by non-affiliates of the registrant on June 30, 2008 was
approximately $11,732,410 (based on a total of 23,943,694 shares of the
registrant’s common stock held by non-affiliates on June 30, 2008, at the
closing price of $0.49 per share). Shares of voting stock held by each officer
and director have been excluded in that such persons may be deemed to be
affiliates. This assumption regarding affiliate status is not necessarily a
conclusive determination for other purposes.




The
number of outstanding shares of the registrant’s common stock on April 30, 2009
was 42,715,110.




DOCUMENTS
INCORPORATED BY REFERENCE:None.
















EXPLANATORY
NOTE





We are
filing this Amendment No. 1 on Form 10-K/A to amend our annual report on
Form 10-K for the year ended December 31, 2008, filed with the SEC on April 15,
2009. This Amendment is being filed to amend our original Form 10-K to include a
consent from Independent Registered Public Accounting Firm, Squar, Milner,
Peterson, Miranda & Williamson, LLP. In addition, on the cover
page, the information with respect to the number of outstanding shares of
common stock has been updated. We are also updating our list of exhibits in
Item 15 of this report to include the consent of our Independent Registered
Public Accounting Firm, Squar, Milner, Peterson, Miranda & Williamson,
LLP.  We have also included the certifications specified in
Rule 13a-14(a) under the Securities Exchange Act of 1934 required to be
filed with this Amendment No. 1. Except for the update to the cover page
and the filing of the consent and related certifications, no other changes have
been made to the original Form 10-K. This Amendment No. 1 does not reflect
events occurring after the filing of the original Form 10-K or modify or update
those disclosures affected by subsequent events.





ITEM 15.  EXHIBITS.




Number
                  Description ofExhibits23.1
                  Consent
      of Independent Registered Public Accounting Firm, Squar, Milner, Peterson,
      Miranda & Williamson, LLP
                    (incorporated
      herein).31.1
                  Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 (incorporated herein).31.2
                  Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 (incorporated herein).32.1
                  Certification
      of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (incorporated
herein).











SIGNATURES




In
accordance with Section 13 or 15(d) 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.





Viking
      Systems, Inc.Dated:
      May 14, 2009
            By: /s/ William C.
      BoppWilliam
      C. Bopp
              Chief
      Executive Officer(Principal
      Executive Officer)Dated:
      May 14, 2009
            By:  /s/ Robert
      MathewsRobert
      Mathews
              Executive
      Vice President and Chief Financial Officer
              (Principal
      Financial Officer and Principal Accounting
  Officer)




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
            
            Capacity
            
            Date/s/ William C.
      Bopp
            
            Chief Executive
      Officer and Chairman of the Board of Directors
            
            May 14,
    2009William
      C. Bopp/s/ Robert
      Mathews
            
            Executive Vice
      President and Chief Financial Officer
            
            May 14,
    2009Robert
      Mathews/s/ John
      Kennedy
            
            Director, President
      and Chief Operating Officer
            
            May 14,
    2009John
      Kennedy/s/ J. Winder
      Hughes, III
            
            Director
            
            May 14,
    2009J. Winder
      Hughes, III/s/ William
      Tumber
            
            Director
            
            May 14,
    2009William
    Tumber