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 June 30, 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: 0-10832

                             AFP Imaging Corporation
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

               New York                              13-2956272
               --------                              ----------
   (State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
    Incorporation or Organization)


                     250 Clearbrook Road, Elmsford, NY      10523
                     ---------------------------------      -----
               (Address of Principal Executive Offices)   (Zip Code)

Registrant's Telephone Number, Including Area Code:  (914) 592-6100

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

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (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 ( ) 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 ( ) 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 (ss. 229.405) 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. (Check one):
<TABLE>
<CAPTION>
<S>                     <C>                       <C>                           <C>
Large Accelerated Filer (  )    Accelerated Filer (  )    Non-Accelerated Filer (  )    Smaller reporting company (X)
</TABLE>
(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 Exchange Act). YES ( ) NO (X).

The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of December 31, 2007 was approximately
$9,397,316. On such date, the average closing bid and asked price of the
Registrant's Common Stock, as reported by the OTC Bulletin Board, was $.65
<PAGE>

The registrant had 17,928,800 shares of Common Stock outstanding as of October
10, 2008.

The information required by Part III of Form 10-K is incorporated by reference
to the registrant's Proxy Statement for the 2008 Annual Meeting of Shareholders.
<PAGE>



                                Explanatory Note
                                ----------------

This Amendment No.1 to the Annual Report on Form 10-K/A ("Amendment No. 1") is
being filed to amend the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2008, previously filed on October 14, 2008 (the "Original
Filing") in order to revise the certifications contained in Exhibits 31.1, 31.2
and 31.3 as they relate to the Company's internal control over financial
reporting. Except for the foregoing amended information, this Amendment No. 1
continues to describe conditions as of the date of the Original Filing, and
should be read in conjunction with the Company's SEC Filings made subsequent to
the Original Filing.
<PAGE>


                                   SIGNATURES
                                   ----------


         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.

AFP IMAGING CORPORATION


By:    /s/ Elise Nissen
       ------------------------------------
       Elise Nissen, Chief Financial Officer
       and Executive Vice-President of Finance

Date:  March 31, 2009

     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.


By:  /s/ Donald Rabinovitch
     ------------------------------------
     Donald Rabinovitch, President
        and Director
     (Co-Principal Executive Officer)

Date:  March 31, 2009


By:  /s/ David Vozick
     ------------------------------------
     David Vozick, Chairman of the Board,
        Secretary and Treasurer
     (Co-Principal Executive Officer)

Date:  March 31, 2009


By:  /s/ Robert Blatt
     -----------------------------------
     Robert Blatt, Director

Date:  March 31, 2009


By:   /s/ Jack Becker
     ------------------------------------
     Jack Becker, Director

Date:  March 31, 2009


By:  /s/ Elise Nissen
     ------------------------------------
     Elise Nissen, Chief Financial Officer
     (Principal Financial and Accounting Officer)

Date:  March 31, 2009
<PAGE>

Exhibit 31.1

       CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE EXCHANGE ACT
       -------------------------------------------------------------------


I, David Vozick, certify that:

1.   I have reviewed this Annual Report on Form 10-K of AFP Imaging Corporation
     (the "Report");

2.   Based on my knowledge, this Report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     Report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this Report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this Report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this Report is being prepared;

         (b) Designed such internal control over financial reporting, or caused
             such internal control over financial reporting to be designed under
             our supervision, to provide reasonable assurance regarding the
             reliability of financial reporting and the preparation of financial
             statements for external purposes in accordance with generally
             accepted accounting principles;

         (c) Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this Report our conclusions about
             the effectiveness of the disclosure controls and procedures, as of
             the end of the period covered by this Report based on such
             evaluation; and

         (d) Disclosed in this Report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter (the registrant's fourth
             fiscal quarter in the case of an annual report) that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably likely to adversely affect the registrant's ability to
             record, process, summarize and report financial information: and

         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls over financial reporting.









Date: March 31, 2009                           /s/ David Vozick
                                       ---------------------------------------
                                                  David Vozick
                                             Chairman of the Board
                                         Co-Principal Executive Officer
<PAGE>

Exhibit 31.2

       CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE EXCHANGE ACT
       -------------------------------------------------------------------


I, Donald Rabinovitch, certify that:

1.   I have reviewed this Annual Report on Form 10-K of AFP Imaging Corporation
     (the "Report");

2.   Based on my knowledge, this Report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     Report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this Report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this Report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this Report is being prepared;

         (b) Designed such internal control over financial reporting, or caused
             such internal control over financial reporting to be designed under
             our supervision, to provide reasonable assurance regarding the
             reliability of financial reporting and the preparation of financial
             statements for external purposes in accordance with generally
             accepted accounting principles;

         (c) Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this Report our conclusions about
             the effectiveness of the disclosure controls and procedures, as of
             the end of the period covered by this Report based on such
             evaluation; and

         (d) Disclosed in this Report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter (the registrant's fourth
             fiscal quarter in the case of an annual report) that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably likely to adversely affect the registrant's ability to
             record, process, summarize and report financial information: and

         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls over financial reporting.





Date: March 31, 2009                         /s/ Donald Rabinovitch
                                        ------------------------------------
                                               Donald Rabinovitch
                                                   President
                                         Co-Principal Executive Officer
<PAGE>

Exhibit 31.3

       CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE EXCHANGE ACT
       -------------------------------------------------------------------


I, Elise Nissen, certify that:

1.  I have reviewed this Annual Report on Form 10-K of AFP Imaging Corporation
    (the "Report");

2.  Based on my knowledge, this Report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this Report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this Report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this Report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this Report is being prepared;

         (b) Designed such internal control over financial reporting, or caused
             such internal control over financial reporting to be designed under
             our supervision, to provide reasonable assurance regarding the
             reliability of financial reporting and the preparation of financial
             statements for external purposes in accordance with generally
             accepted accounting principles;

         (c) Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our conclusions about
             the effectiveness of the disclosure controls and procedures, as of
             the end of the period covered by this Report based on such
             evaluation; and

         (d) Disclosed in this Report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter (the registrant's fourth
             fiscal quarter in the case of an annual report) that has materially
             affected, or is reasonably likely to materially affect, the
             registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably likely to adversely affect the registrant's ability to
             record, process, summarize and report financial information: and

         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls over financial reporting.





Date: March 31, 2009                             /s/ Elise Nissen
                                              ---------------------------
                                                     Elise Nissen
                                               Chief Financial Officer