United
States


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
20-F/A


Amendment
No. 1




 ̈
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934


or


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




For
the fiscal year ended March 31, 2009.






or




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




or




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




For
      the transition period from ____________ to
  ____________.




Commission
file number 0-28990




HIGHWAY
HOLDINGS LIMITED


(Exact
name of Registrant as specified in its charter)




British
Virgin Islands


(Jurisdiction
of incorporation or organization)




Suite
810, Level 8, Landmark North


39 Lung
Sum Avenue


Sheung
Shui


New
Territories, Hong Kong


(Address
of principal executive offices)




Po S.
Fong


Chief
Financial Officer


Suite
810, Level 8, Landmark North


39 Lung
Sum Avenue


Sheung
Shui


New
Territories, Hong Kong


telephone:
(852) 2344-4248


fax:
(852) 2343-4976


po.fong@highwayholdings.com


(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)














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





Title of each
      class
            Name of each exchange
      on which registeredCommon
      Shares, $0.01 par value per share
            NASDAQ
      Capital Market





Securities registered or to be
registered pursuant to Section 12(g) of the
Act:None





Securities for which there is a
reporting obligation pursuant to Section 15(d) of the
Act:None






Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report.  3,720,520 Common Shares were outstanding as of March 31,
2009.




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




If this report is an annual or
transition report, indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.  Yes__NoX





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 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). Yes [_] No
[_]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.   See definition
of “accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):







Large
      accelerated filer __
            
            Accelerated
      filer __
            
            Non-accelerated filerx







Indicate
by check mark which basis of accounting the registration has used to prepare the
financial statements included in this filing:




U.S. GAAPx




International Financial Reporting
Standards as issued by the International Accounting Standards Board ̈




Other ̈




If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow:   Item 17    Item 18 X




If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes__NoX












EXPLANATORY
NOTE





This
Amendment No. 1 to Form 20-F amends our annual report on Form 20-F for the
fiscal year ended March 31, 2009, filed with the Securities and Exchange
Commission, on June 22, 2009, to revise and restate Item 15 in its
entirety.  Except as described above, no change has been made to our
annual report on Form 20-F. The filing of this amended annual report does not,
and does not purport to, amend, update or restate the information in any other
item of the annual report on Form 20-F filed on June 22, 2009 or reflect any
events that have occurred after the filing of the annual report on Form 20-F on
June 22, 2009








*  *  *  *  *





Item 15.  Controls and
Procedures.




Disclosure
Controls and Procedures




Our
management, with the participation of our chief executive officer and chief
financial officer, has performed an evaluation of the effectiveness of our
disclosure controls and procedures within the meaning of Rules 13a-15(e) and
15d-15(e) of the Exchange Act as of the end of the period covered by this
report.  Based on such evaluation, our management has concluded that,
as of the end of the period covered by this annual report, our disclosure
controls and procedures were effective.




Management’s
Annual Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Rule 13a-15(f) and 15d-15(f)
of the Securities Exchange Act of 1934. Management, under the supervision and
with the participation of our chief executive officer and chief financial
officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control-Integrated
Framework issued by the Committee on Sponsoring Organizations of the Treadway
Commission ("COSO"), as supplemented by the related guidance provided in
Internal Control Over Financial Reporting – Guidance for Smaller Public
Companies, also issued by COSO.  Based on that evaluation, our
management concluded that our internal control over financial reporting was
effective as of March 31, 2009.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.




Changes
in Internal Control Over Financial Reporting




Except as
set forth above, there were no changes in the Company’s internal control over
financial reporting that occurred during the period covered by this Annual
Report that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.










Item 19.Exhibits.





The
following exhibits are filed as part of this report:





12.1
            Certification
      pursuant to Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




12.2
            Certification
      pursuant to Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




13.1
            Certification
      pursuant to Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002




13.2
            Certification
      pursuant to Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002


2





SIGNATURES





The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F/A and has duly caused this Annual Report to be signed on its
behalf.




HIGHWAY
      HOLDINGS LIMITEDBy
            /s/ PO S. FONGPo
      S. FongChief
      Financial Officer andSecretaryDate:  November
      13, 2009