UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 FORM
10-K/A
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
Fiscal Year Ended
 September
30, 2008
 Commission
File No:  001-12629
 
 NATIONAL
HOLDINGS CORPORATION
 (Exact
Name of Registrant as specified in its charter)
  Delaware
                  36-4128138(State
      or other jurisdiction of
                  (I.R.S.
      Employerincorporation
      or organization)
                  Identification
      No.)
 120
Broadway, 27th Floor, New York, NY 10271
 (Address,
including zip code, of principal executive offices)
 Registrant's
telephone number, including area code:  (212) 417-8000
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $.02 par
value
 (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 o  NO x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. YES o  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 o
 
 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 o   Accelerated
Filer o  Non-Accelerated
Filer o  Smaller
Reporting Company x
 
 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 or any amendment to this Form 10-K.
YES   NO
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2).  YES o  NO x
  As of
March 31, 2008, the aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant, based on the closing sales
price for the registrant's common stock, as quoted on the Over-the-Counter
Bulletin Board was approximately $6,600,000 (calculated by excluding shares
owned beneficially by directors, officers and 10% shareholders).  As
of July 13, 2009 there were 17,150,704 shares of the registrant's common stock
outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 Portions
of the Company’s Proxy Statement filed with the Securities and Exchange
Commission (the “SEC”) in connection with the Company’s Annual Meeting of
Shareholders to be held on or about March 16, 2009 (the “Company’s 2009 Proxy
Statement”) are incorporated by reference into Part III hereof.
 
 
  Explanatory Note
  This
Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for
the fiscal year ended September 30, 2008 that we previously filed with the
Securities and Exchange Commission on December 29, 2008. We are filing this
Amendment No. 1 solely for the purpose of amending Part IV, Item 15,
Exhibits 31.1 and 31.2 to include introductory language in paragraph 4 referring
to internal control over financial reporting.
  This
Amendment No. 1 amends Exhibits 31.1 and 31.2 only. All other items and
exhibits contained in the Form 10-K as filed on December 29, 2008 remain
unchanged. This Amendment No. 1 does not reflect facts or events occurring
after the original file date of December 29, 2008 nor modify (except as set
forth above) or update the disclosures in any way.
 
 
 
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  NATIONAL
      HOLDINGS CORPORATION
                                                                                (Registrant)Date:
      July 13, 2009
                                                                              By:
                                                                              /s/Mark GoldwasserMark
      Goldwasser,Chairman
      and Chief Executive OfficerDate:
      July 13, 2009
                                                                              By:
                                                                              /s/Alan B. LevinAlan
      B. Levin
                                                                                  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.
  Date:
      July 13, 2009
                                  By:
                                  /s/Mark GoldwasserMark
      Goldwasser,Chairman
      and Chief Executive OfficerDate:
      July 13, 2009
                                  By:
                                  /s/Leonard J. SokolowLeonard
      J. SokolowVice
      Chairman and PresidentDate:
      July 13, 2009
                                  By:
                                  /s/Christopher C. DeweyChristopher
      C. DeweyVice
      ChairmanDate:
      July 13, 2009
                                  By:
                                  /s/Marshall S. GellerMarshall
      S. Geller, DirectorDate:
      July 13, 2009
                                  By:
                                  /s/Robert W. Lautz, Jr.Robert
      W. Lautz, Jr., DirectorDate:
      July 13, 2009
                                  By:
                                  /s/Charles R. ModicaCharles
      R. Modica, DirectorDate:
      July 13, 2009
                                  By:
                                  /s/Jorge A. OrtegaJorge
      A. Ortega,
Director