UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549


_______________





FORM
10-K/A


(Amendment
No. 1)





(Mark
One)


ý
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE
SECURITIES


EXCHANGE
      ACT OF 1934


For
      the Fiscal Year ended December 31,
2008





 ̈
            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 0-28536


_______________








WILHELMINA
INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            74-2781950(State
      or other jurisdiction of
              incorporation
      or organization)
            (IRS
      Employer
              Identification
      Number)200
      Crescent Court, Suite 1400, Dallas, Texas
            75201(Address
      of principal executive offices)
            (Zip
      Code)





(214)
661-7488


(Registrant’s
telephone number, including area code)





Securities
Registered Pursuant to Section 12(b) of the Act:  None





Securities
Registered Pursuant to Section 12(g) of the Act:


Common
Stock, Par Value $0.01 Per Share


Series
A Junior Participating Preferred Stock Purchase Rights


(Title of
Class)





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




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   ý No




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.   ý
Yes    ̈ No









Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   ý
Yes    ̈ No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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. ý





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.  (Check one):





Large
      Accelerated Filer   ̈
                Accelerated
      Filer   ̈Non-Accelerated
      Filer   ̈
                Smaller
      Reporting Company  ý





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




The
aggregate market value of the registrant’s outstanding Common Stock held by
non-affiliates of the registrant computed by reference to the price at which the
Common Stock was last sold as of the last business day of the registrant’s most
recently completed second fiscal quarter was $5,865,527.




As of
April 14, 2009, the registrant had 129,440,752 shares of Common Stock
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




Items 10,
11, 12, 13 and 14 of Part III of this Form 10-K incorporate by reference
portions of an amendment to this Form 10-K or portions of a definitive proxy
statement of the registrant for its 2009 Annual Meeting of Shareholders to be
held on a date to be determined, which in either case will be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal
year ended December 31, 2008.










EXPLANATORY
NOTE




The
purpose of this Amendment No. 1 to Form 10-K/A (the “Amendment”) is to replace
the Restated Certificate of Incorporation of Wilhelmina International, Inc.
appended as Exhibit 3.1 to our previously filed Annual Report on Form 10-K for
the year ended December 31, 2008, filed with the Securities and Exchange
Commission on April 15, 2009 (the “Original Form 10-K”).  The cover page to
the Amendment also includes additional disclosure regarding compliance with Rule
405 of Regulation S-T.





There are
no other changes to the Original Form 10-K other than those set forth
herein.  This Amendment does not reflect events occurring after the
filing of the Original Form 10-K, nor does it modify or update disclosures
therein in any way other than as required to reflect the amendments set forth
herein.  Among other things, forward-looking statements made in the
Original Form 10-K have not been revised to reflect events that occurred or
facts that became known to us after the filing of the Original Form 10-K, and
such forward-looking statements should be read in their historical
context.




______________________________________________












1




Item
15.             Exhibits
and Financial Statement Schedules




The
following exhibits are filed herewith:




Exhibit
      Number
            Description
      of Exhibits3.1
            Restated
      Certificate of Incorporation of Wilhelmina International,
    Inc.31.1
            Certification
      of Principal Executive Officer in Accordance with Section 302 of the
      Sarbanes-Oxley Act.31.2
            Certification
      of Principal Financial Officer in Accordance with Section 302 of the
      Sarbanes-Oxley Act.





2




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




WILHELMINA
      INTERNATIONAL, INC.(Registrant)Date:  April
      30, 2009
            By:
            /s/
      Mark E. SchwarzName
            Mark
      E. SchwarzTitle:
            Chief
      Executive Officer
              (Principal
      Executive Officer)






Date:  April
      30, 2009
                    By:
                    /s/
      John P. MurrayName
                    John
      P. MurrayTitle:
                    Chief
      Financial Officer and Director
                      (Principal
      Financial Officer and
                        Principal
      Accounting
Officer)











3