UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


______________________


FORM
10-K /A


(Amendment
No. 1)





[
      X ]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF  1934For
      the fiscal year ended March 29, 2008,


or





[    ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ____________ to
  ____________.





Commission
      File No. 0-12719





GIGA-TRONICS
      INCORPORATED(Exact
      name of registrant as specified in its
charter)





California
            
            94-2656341(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)4650
      Norris Canyon Road, San Ramon, CA
            
            94583(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant’s
      telephone number, including area code:  (925)
      328-4650





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





Title
      of each class
            
            Name
      of each exchange on which registeredCommon
      Stock, No par value
            
            The
      NASDAQ Stock Market LLC





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  [ 
 ]    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  [   ]    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.


[ 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):





Large
      accelerated filer
            [  
      ]
            
            Accelerated
      filer
            [ 
       ]Non-accelerated
      filer
            [ 
       ]
            
            Smaller
      reporting company
            [ X
      ](Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2).


Yes   [  ]    No  [
X ]





The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant computed by reference to the price at which the
common equity was sold or the average bid and asked prices as of September 28,
2007 was $9,058,171.





There
were a total of 4,824,021 shares of the Registrant’s Common Stock outstanding as
of June 11, 2008.














EXPLANATORY
NOTE





This
abbreviated amendment on Form 10-K/A contains only the cover page, this
Explanatory Note, the Signature Page and Exhibits 31.1 and 31.2.  This
amendment is being filed solely to correct the deficiency in Exhibit 31.1 and
31.2, both of which inadvertently omitted certain language required to be
included in paragraph 4.





This
Form 10-K/A is limited in scope to the foregoing, and should be read in
conjunction with the original Form 10-K and our other filings with the
SEC.  Except as described above, we have not modified or updated other
disclosures or information presented in the original Form 10-K.










SIGNATURES





In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the Registrant caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly
authorized.





GIGA-TRONICS
      INCORPORATED/s/
      JOHN R. REGAZZIChief
      Executive Officer








In
accordance with the requirements of the Securities Exchange Act, this
Amendment No. 1 on Form 10-K/A has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.








/s/
      GARRETT A. GARRETTSON
            
            Chairman
      of the Board
            
            1/09/2009Garrett
      A. Garrettson
            
            of
      Directors
            
            Date/s/
      JOHN R. REGAZZI
            
            Chief
      Executive Officer
            
            1/08/2009John
      R. Regazzi
            
            (Principal
      Executive Officer)
            
            Dateand
      Director/s/
      PATRICK J. LAWLOR
            
            Vice
      President, Finance/
            
            1/08/2009Patrick
      J. Lawlor
            
            Chief
      Financial Officer & Secretary
            
            Date(Principal
      Financial Officer)/s/
      GEORGE H. BRUNS, JR.
            
            Director
            
            1/08/2009George
      H. Bruns, Jr.
            
            
            
            Date/s/
      JAMES A. COLE
            
            Director
            
            1/08/2009James
      A. Cole
            
            
            
            Date/s/
      KENNETH A. HARVEY
            
            Director
            
            1/09/2009Kenneth
      A. Harvey
            
            
            
            Date/s/
      ROBERT C. WILSON
            
            Director
            
            1/20/2009Robert
      C. Wilson
            
            
            
            Date