UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q


Amendment No.
1





(Mark
One)





x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
      ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31,
      2008




o
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

                    FOR
      THE TRANSITION PERIOD FROM ______ TO
  ________


Commission
file number 000-26331





GREYSTONE LOGISTICS,
INC.


(Exact
name of registrant as specified in its charter)







Oklahoma
              (State or other jurisdiction
      of incorporation or organization)
            75-2954680
              (I.R.S.
      Employer Identification No.)




1613
East 15thStreet,
Tulsa, Oklahoma 74120


(Address
of principal executive offices)     (Zip
Code)





(918) 583-7441


(Registrant’s telephone
number)









(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large accelerated
      filer  o
            Accelerated filer
      oNon-accelerated
      filer o
              (Do not
      check if a smaller reporting company)
            Smaller reporting
      company x




Indicate
by checkmark whether the registrant is a shell company (as defined in rule 12b-2
of the Exchange Act). Yes o   No
x





Applicable
only to corporate issuers





Indicate
the number of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date: October 10, 2008 -
26,111,201














Explanatory
Note





This Form
10-Q/A is being filed by Greystone Logistics, Inc. (the “Company”), as Amendment
No. 1, to the Company’s Quarterly Report
on Form 10-Q for the period ended August 31, 2008, for the sole purpose of
correcting the officers certifications attached hereto as Exhibits 31.1 and
31.2, which did not include certain introductory language to paragraph 4 when
originally filed. The information contained herein has not been updated to
reflect events or developments that may have occurred subsequent to August 31,
2008.





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SIGNATURE





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 duly
authorized.




GREYSTONE
      LOGISTICS, INC.
                (Registrant)Date:
      January 14, 2009
              By:
              /s/ Warren
      F. KrugerPresident
      and Chief Executive Officer

























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