UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.
20549





FORM 10-K/A





(Mark One)

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

For the fiscal year ended August 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 01-33633.





Zep Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 26-0783366                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1310 Seaboard Industrial Boulevard, Atlanta, Georgia           |  | 30318-2825                             
|(Address of principal executive offices)                       |  | (Zip Code)                             

(404) 352-1680

(Registrants telephone number, including area code)





Securities registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934:



|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of Each Class             |  | Name of Each Exchange on which Registered
|Common Stock ($0.01 Par Value)  |  | New York Stock Exchange                  
|Preferred Stock Purchase Rights |  | New York Stock Exchange                  

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





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

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    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   ̈

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 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.   ̈

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 accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):

Large Accelerated Filer   ̈    Accelerated Filer  x    Non-accelerated
Filer   ̈    Smaller reporting company   ̈

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

Based on the closing price of the registrants common stock of $15.70 as quoted on the
New York Stock Exchange on February 29, 2008, the aggregate market value of the voting stock held by nonaffiliates of the registrant was $289,084,116.

The
number of shares outstanding of the registrants common stock, $0.01 par value, was 20,975,506 shares as of October 31, 2008.

Documents
Incorporated by Reference



|                     |  |                                                                   
|-------------------- |  | ------------------------------------------------------------------
|Location in Form 10K |  | Incorporated Document                                             
|Part II, Item 5      |  | Proxy Statement for January 8, 2009 Annual Meeting of Stockholders
|Part III             |  | Proxy Statement for January 8, 2009 Annual Meeting of Stockholders









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Explanatory Note

This
Annual Report on Form 10-K/A amends the registrants Annual Report on Form 10-K, as filed by the registrant with the Securities and Exchange Commission on November 6, 2008, and is being filed to correct two typographical errors on the
cover page of the original filing as follows:



| |  |  | To correct the check mark to check yes to confirm that 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; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To remove the check mark related to disclosure of delinquent filers pursuant to Item 405 of Regulation S-K.
| | - |  | -----------------------------------------------------------------------------------------------------------

Except as described above, no other information contained in Form 10-K is amended by this Form 10-K/A. In order to comply with the technical requirements of Rule 12b-15 in
connection with the filing of this Form 10-K/A, updated certifications are being filed with this Form 10-K/A.



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Item 15.Exhibits and Financial Statement Schedules



|            |  |     |  |                                                                    |  |                                                                             
|----------- |  | --- |  | ------------------------------------------------------------------ |  | ----------------------------------------------------------------------------
|Exhibit No. |  |     |  | Description                                                       
|            |  |     | 
|EXHIBIT 31  |  | (a) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by John K. Morgan   |  | Filed with the Securities and Exchange Commission as part of this Form 10-K.
|            |  |     | 
|EXHIBIT 31  |  | (b) |  | Rule 13a-14(a)/15d-14(a) Certification, signed by Mark R. Bachmann |  | Filed with the Securities and Exchange Commission as part of this Form 10-K.
|            |  |     | 
|EXHIBIT 32  |  | (a) |  | Section 1350 Certification, signed by John K. Morgan               |  | Filed with the Securities and Exchange Commission as part of this Form 10-K.
|            |  |     | 
|EXHIBIT 32  |  | (b) |  | Section 1350 Certification, signed by Mark R. Bachmann             |  | Filed with the Securities and Exchange Commission as part of this Form 10-K.

SIGNATURE

Pursuant to the requirements of 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.



|                       |  |          |  |                                                                
|---------------------- |  | -------- |  | ---------------------------------------------------------------
|                       |  | Zep Inc.
|                       |  |         
|Date: November 7, 2008 |  | By:      |  | /s/    JOHN K.
MORGAN                                          
|                       |  |          |  | John K. Morgan Chairman, President, and Chief Executive Officer
|                       |  |          |  | (Duly Authorized Representative)