U.S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K/A




(Amendment
No. 3)




(Mark
      One)x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended June 30, 2008o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period
      from                      to







Commission
File No. 000-25839




Implant
Sciences Corporation


(Name of
small business issuer in its charter)




Massachusetts
              (State
      or other jurisdiction of
              incorporation
      or organization)
            04-2837126
              (I.R.S.
      Employer Identification No.)600
      Research Drive, Wilmington, Massachusetts
              (Address
      of principal executive offices)
            01887
              (Zip
      Code)







Issuer’s
telephone number (978)
752-1700




Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
              Common
      Stock, $0.10 par value per share
            Name
      of each exchange on which registered
              NYSE
      Alternext US


€




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




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




Indicate
by check mark whether the registrant (1) 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 q




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.q




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 Act
(Check one):




q  Large
Accelerated
Filer                                                                                                           q  Accelerated
Filer




q  Non-accelerated
Filer                                                                                                                     x  Smaller
reporting company




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




As of
October 6, 2008, 14,135,737 shares of the registrant’s Common Stock were
outstanding.  As of December 31, 2007, the aggregate market value of
the registrant’s Common Stock held by non-affiliates of the registrant (without
admitting that any person whose shares are not included in such calculation is
an affiliate) was $8,008,000 based on the last sale price as reported by the
American Stock Exchange on such date.

















EXPLANATORY
PARAGRAPH






This
Amendment No. 3 on Form 10-K/A (“Amendment No. 3”) amends our Annual Report on
Form 10-K/A Amendment No. 2 for the fiscal year ended June 30, 2008 (“Amendment
No. 2”), originally filed on October 30, 2008.  We are filing this
Amendment No. 3 to include certifications required pursuant to Rule 12b-15 of
the Securities and Exchange Act of 1934 which had been inadvertently omitted
from Amendment No. 2.  In addition, the signature blocks as set forth
in Amendment No. 2 have been revised in this Amendment No. 3 to reflect (i) the
appointment of Mr. Glenn D. Bolduc as Chief Executive Officer and President, in
addition to his previous position as Chief Financial Officer, a position he
continues to hold; and (ii) the resignation of two of the Company’s independent
directors.  Except as described above, no other changes have been made
to Amendment No. 3.












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.




Dated:
      February 6, 2009
            Implant
      Sciences CorporationBy:
            /s/
      Glenn D. BolducGlenn
      D. Bolduc
              Chief
      Executive Officer, President and Chief Financial
  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.




Dated:
      February 6, 2009
            
            /s/
      Glenn D. BolducGlenn
      D. Bolduc
              Chief
      Executive Officer, President and Chief Financial Officer
              (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)Dated:
      February 6, 2009
            
            /s/
      Joseph LevangieJoseph
      Levangie
              DirectorDated:
      February 6, 2009
            
            /s/
      Michael TurmelleMichael
      Turmelle
              Director