Item 2.02 Results of Operations and Financial Condition.

The following information is being provided under Form 8-K, Item 2.02, and should not be deemed incorporated by reference by any general statement incorporating by reference this Current Report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates this information by reference, and none of this information should be deemed "filed" under such acts.

On December 17, 2008, PHAZAR CORP issued a press release announcing its second quarter 2009 financial results.

A copy of the press release is included herein as Exhibit 99.1.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing

NASDAQ informed PHAZAR CORP in a letter dated December 16, 2008, that the Company was no longer in compliance with Marketplace Rule 4350(c) in that the Board of Directors lacks a majority of independent directors. Specifically, NASDAQ stated that under Rule 4200(15)(A) that Gary Havener would not qualify as an independent director until October 19, 2009, three years after he ceased being an officer or employee of the Company and that the Company now has three independent directors on its six-member board.

NASDAQ also stated that should the Company regain compliance with Rule 4350(c) by the earlier of the Company's next shareholder meeting or October 14, 2009, or, alternatively, if the next annual shareholder's meeting is held on or before April 13, 2009, compliance with Rule 4350(c) is regained by April 13, 2009, no further delisting action will be taken. If the Company does not regain compliance with Rule 4350(c) during this cure period, ending October 14, 2009, NASDAQ staff will provide it with a delisting notice which may be appealed to the NASDAQ Listing Qualifications Panel.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No. Description

99.1 Press release dated December 17, 2008, announcing second quarter 2009 financial results
99.2 Press release dated December 17, 2008, Nasdaq issues staff deficiency letter

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