UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K/A


(Amendment
No. 1)





(Mark
  One)R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of
      1934For
      the fiscal year ended December 31, 2008£
            TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period
      from          to





Commission
File Number 001-33604





LIMCO-PIEDMONT
INC.


(Exact
name of registrant as specified in its charter)





Delaware
              73-1160278(State
      of incorporation)
              (IRS
      Employer Identification No.)5304
      South Lawton Ave., Tulsa, Oklahoma
              74107(Address
      of principal executive offices)
              (Zip
      Code)





(918)
445-4300


(Registrant’s
telephone number, including area code)





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





Title
      of each class:
            Name
      of each exchange on which registered:Common
      Stock, par value $0.01 per share
            NASDAQ
      Global Market





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
R





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
R





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 R     No
£





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the 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. See
definition of  “large accelerated filer,” “accelerated filer” and
“small reporting company” in Rule 12b-2 of the Exchange Act.





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes £     No  R





The
aggregate market value of the shares of common stock and non-voting common
stock held by non-affiliates of the registrant as of June 30, 2008 (the last
business day of the registrant’s most recently completed second fiscal quarter)
was approximately $22,000,000 million computed by reference to the last reported
sale price on the NASDAQ Global Select Market on that date. For purposes of this
calculation, affiliates are considered to be officers, directors and holders of
10% or more of the outstanding common stock of the registrant on that
date.





At March
5, 2009, the aggregate number of shares of the registrant’s common stock and
non-voting common stock outstanding was 13,205,000





DOCUMENTS
INCORPORATED BY REFERENCE


Portions
of the registrant’s definitive proxy statement for the 2009 Annual Meeting of
Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of
Part III of this Form 10-K.










LIMCO-PIEDMONT
INC. AND SUBSIDIARIES




TABLE
OF CONTENTS





Explanatory
      NotePagePart
      IIItem 9A.
                Controls
      and Procedures
                4Part
      IVItem
      15
                Exhibits
      and Financial Statement Schedules
                6


2


Explanatory
Note




This Form
10-K/A is being filed by Limco-Piedmont Inc. to amend its Annual Report on Form
10-K for the year ended December 31, 2008, filed with the Securities and
Exchange Commission on March 9, 2009 to expand our disclosure under Item 9A(T)
(Controls and Procedures), Management’s Annual Report on Internal Control over
Financial Reporting.


3




Item
9A(T).  Controls and Procedures




Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officers and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organization of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2008, our
internal control over financial reporting was effective based on these
criteria.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.





Limitations
of Disclosure Controls and Procedures and Internal Control Over Financial
Reporting





Our
management, including our Chief Executive Officers and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.





Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) that are designed to provide reasonable
assurance that the information required to be disclosed in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officers and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.


4


Our
management evaluated (with the participation of our Chief Executive Officers and
Chief Financial Officer) our disclosure controls and procedures, and concluded
that our disclosure controls and procedures were effective as of December 31,
2008, to provide reasonable assurance that the information required to be
disclosed by us in reports that we file or submit under the Exchange Act, is
recorded, processed, summarized, and reported within the time periods specified
in Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to management, including our Chief Executive
Officers and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal control over financial reporting during the
year ended December 31, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


5




PART
IV.




Item
15.          Exhibits and Financial
Statement Schedules





(1)
            List
      of exhibits required by Item 601 of Regulation
  S-K.




Exhibit No.
              
              Description of Exhibit31.1
              
              Certification
      of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-149a) under
      the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-149a) under
      the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
              
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


6


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 23, 2009.





LIMCO-PIEDMONT
      INC./s/ Robert KochCo-Chief
      Executive Officer/s/ Udi NetiviCo-Chief
      Executive
Officer


7