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 1934
|- | ------------------------------------------------------------------------------------

- OR -



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Fiscal Year Ended August 31, 2008

Commission File No. 0-24414





RF Monolithics, Inc.

(Exact name of
Registrant as specified in its charter)







|                                                               |  |                                 
|-------------------------------------------------------------- |  | --------------------------------
|Delaware                                                       |  | 75-1638027                      
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification)
|                                                               | 
|4441 Sigma Road, Dallas, Texas                                 |  | 75244                           
|(Address of principal executive offices)                       |  | (Zip Code)                      

Registrants telephone number, including area code: (972) 233-2903

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK .001 PAR VALUE and
PREFERRED SHARE PURCHASE RIGHTS

(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 of 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 (Section 229.405 of this chapter) 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.   ̈

Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 ̈  Large accelerated filer                 ̈  Accelerated
filer                 ̈  Non-accelerated
filer                x  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 our Common Stock
held by nonaffiliates based on the last reported sale price on the NASDAQ Stock Market composite tape on February 29, 2008 (the last business day of the registrants most recently completed second fiscal quarter), was $44,471,685. Shares
of Common Stock held by each officer and director and by each person who owns 5% or more of our outstanding Common Stock have been excluded because such persons may be deemed to be affiliates.

Common Stock outstanding at October 31, 2008: 9,844,393 shares, par value $0.001.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, which will be filed with the
Commission for our next annual meeting of stockholders, is incorporated by reference into Part III of this report.









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Explanatory Note

We are filing this Amendment No. 1 (Amendment) to our Annual Report on Form 10-K for the year ended August 31, 2008, originally filed on November 24, 2008 (Form 10-K), with the
Securities and Exchange Commission solely for the purpose of amending the certifications from our principal executive and principal financial officers, as required by Sections 302 of the Sarbanes-Oxley Act of 2002, attached as Exhibits 31.1 and 31.2
to this report. This Amendment is limited in scope to the items identified above and should be read in conjunction with the Form 10-K. This Amendment does not reflect events occurring after the filing of the Form 10-K on November 24, 2008 and,
other than the filing of the information identified above, does not modify or update the disclosure in the Form 10-K in any way.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, RF Monolithics, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                 |  |  |  |                      |  |                                      
|---------------- |  |  |  | -------------------- |  | -------------------------------------
|                 |  |  |  | RF MONOLITHICS, INC.
|December 5, 2008 |  |  |  |                     
|                 |  |  | 
|                 |  |  |  | By:                  |  | /s/ DAVID M. KIRK                    
|                 |  |  |  |                      |  | David M. Kirk                        
|                 |  |  |  |                      |  | Chief Executive Officer and President





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of RF
Monolithics, Inc. and in the capacities indicated on the 5th day of December, 2008.



|                                        |  |  |  |                                
|--------------------------------------- |  |  |  | -------------------------------
|                                        |  | 
|/s/ DAVID M. KIRK                       |  |  |  | *                              
|David M. Kirk CEO, President & Director |  |  |  | William L. Eversole Director   
|                                        |  | 
|*                                       |  |  |  | *                              
|Harley E. Barnes III CFO                |  |  |  | Rick Herrman Director          
|                                        |  | 
|*                                       |  |  |  | *                              
|Michael R. Bernique Chairman            |  |  |  | Francis J. Hughes, Jr. Director
|                                        |  | 
|*                                       |  |  |  | *                              
|Dean C. Campbell Director               |  |  |  | Jonathan W. Ladd Director      



|    |  |                                         
|--- |  | ----------------------------------------
|    | 
|By: |  | /s/ DAVID M. KIRK                       
|    |  | David M. Kirk Agent and
Attorney-in-fact





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EXHIBIT INDEX



|            |  |                                                                          
|----------- |  | -------------------------------------------------------------------------
|Exhibit No. |  | Description                                                              
|            | 
|31.1        |  | Certificate Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CEO
|            | 
|31.2        |  | Certificate Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CFO