UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-Q/A


(Amendment
No. 2)





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




For the Quarter
      Ended December
      31, 2008
            Commission File
      Number 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





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, a non-accelerated filer or a smaller reporting
company.  See definition of “accelerated filer”, “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check
one).




Large Accelerated
      Filer  o
                
                Accelerated
      Filer  oNon-Accelerated
      Filer   o
                
                Smaller Reporting
      Company  x




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





As of
July 15, 2009 there were 17,150,704 shares of the registrant's common stock
outstanding.










Explanatory
Note




This
Amendment No. 2 on Form 10-Q/A amends the Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 2008 that we previously filed with the
Securities and Exchange Commission on February 17, 2009 and as amended on Form
10-Q/A that we previously filed with the Securities and Exchange Commission on
July 14, 2009. We are filing this Amendment No. 2 solely for the purpose of
amending and replacing the certifications of its chief executive officer and
chief financial officer that were filed as Exhibits 31.1 and
31.2.  The certifications are being replaced to include language that
was inadvertently omitted in the certifications as originally filed and in
response to a comment letter provided to us by the Staff of the Division of
Corporation Finance of the Securities and Exchange
Commission.




This
Amendment No. 2 amends Exhibits 31.1 and 31.2 only. All other items and
exhibits contained in the Form 10-Q as filed on February 17, 2009 or the Form
10-Q/A as filed on July 14, 2009 remain unchanged. This Amendment No. 2
does not reflect facts or events occurring after the original file date of
February 17, 2009 nor modify (except as set forth above) or update the
disclosures in any way.










SIGNATURES





Pursuant
to the requirements 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.








NATIONAL
HOLDINGS CORPORATION AND SUBSIDIARIES




July 15,
      2009
            By:
            /S/
      MARK GOLDWASSERMark
      GoldwasserChief Executive
      Officer









July 15,
      2009
              By:
              /S/ ALAN B.
      LEVINAlan
      B. LevinChief Financial
      Officer