As filed with the Securities and Exchange Commission on January 9, 2009

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

                             PASSUR AEROSPACE, INC.
             (Exact Name of Registrant as Specified in its Charter)

           New York                                      11-2208938
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                      47 Arch Street, Greenwich, CT, 06830
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                            1999 Stock Incentive Plan
                              (Full Title of Plans)

                                 James T. Barry
                             Chief Executive Officer
                                 47 Arch Street
                               Greenwich, CT 06830
                                 (203) 622-4086
                     (Name, Address, including Zip Code, and
                                Telephone Number,
                   including Area Code, of Agent For Service)

                                    Copy to:
                              Dennis J. Block, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000

                                   ----------

      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 definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

|_| Large        |_| Acclerated  |_| Non-accelerated filer  |X| Smaller
    accelerated      filer           (Do not check if a         reporting
    filer                            reporting company)         company

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Each Class of Securities       Amount to be      Proposed Maximum Offering        Proposed Maximum            Amount of
to be Registered                        Registered(1)          Price Per Share         Aggregate Offering Price    Registration Fee
--------------------------------------  -------------     --------------------------   -------------------------   -----------------
<S>                                     <C>               <C>                          <C>                         <C>
1999 Stock Incentive Plan
-------------------------
Common Stock, par value, .01 per share   1,785,500(2)                       $ .74(3)               $1,321,270                 $59.93
Common Stock, par value, .01 per share     381,167(4)                       $1.75(5)               $667,042.25                $26.21
Total                                    2,166,667                                                                            $86.14
</TABLE>

(1)   Plus such indeterminate number of shares pursuant to Rule 416 of the
      Securities Act of 1933, as amended (the "Securities Act"), as may be
      issued in respect of stock dividends, recapitalizations, stock splits,
      reorganizations, mergers, consolidations, combinations or exchanges of
      shares and similar transactions.

(2)   Represents the registration of an aggregate of 1,785,500 shares of common
      stock of PASSUR Aerospace, Inc., issuable upon exercise of options granted
      under the 1999 Stock Incentive Plan.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, based on the weighted average exercise price of $.74 for
      1,785,500 of the shares to be registered under this Registration
      Statement.

(4)   Represents the registration of an aggregate of 381,167 shares of common
      stock of PASSUR Aerospace, Inc., issuable upon exercise of options
      reserved for grant under the 1999 Stock Incentive Plan.

(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, based on the average of the high and low sales price of the
      common stock as reported on the OTC Bulletin Board on January 8, 2009.

<PAGE>

                                EXPLANATORY NOTE

      PASSUR Aerospace, Inc. (the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register (i) issuances of
1,785,500 shares of common stock, par value $.01 per share ("Common Stock"), of
the Company upon the exercise of options previously granted under the 1999 Stock
Incentive Plan (the "1999 Plan") and (ii) future issuances of up to 381,167
shares of Common Stock under the 1999 Plan. This Registration Statement also
includes a reoffer prospectus prepared in accordance with General Instruction C
of Form S-8 and in accordance with the requirements of Part I of Form S-3. This
reoffer prospectus may be used by certain employees, officers, directors and
consultants of the Company to sell or otherwise dispose of securities received
as grants under, or as a result of the exercise of stock options granted under,
the 1999 Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in Part I of Form S-8 will
be sent or given to individuals eligible to participate in the 1999 Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement, taken together, constitute prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       1
<PAGE>

REOFFER PROSPECTUS

                             PASSUR AEROSPACE, INC.

                               1,785,500 Shares of
                                  Common Stock

      Pursuant to this prospectus, certain of our officers, employees, directors
and consultants may sell for their own accounts up to 1,785,500 shares of our
common stock. We will issue these shares of our common stock to such selling
shareholders upon their exercise of options now or hereafter granted pursuant to
our 1999 Stock Incentive Plan. All net proceeds from the sale of the shares of
common stock offered by this prospectus will go to the selling shareholders. We
will not receive any proceeds from such sales.

      The selling shareholders may offer their shares of common stock through
public or private transactions, in the over-the-counter markets or on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The selling shareholders may
engage brokers or dealers who may receive commissions or discounts from the
selling shareholders. We will pay substantially all of the expenses incident to
the registration of such shares, except for the selling commissions.

      Our common stock is traded on the OTC Bulletin Board under the symbol
"PSSR.OB" The closing price of our common stock as reported on the OTC Bulletin
Board on January 7, 2009, was $ 2.00 per share.

      INVESTMENT IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
ON PAGE 4. YOU SHOULD CONSIDER SUCH RISK FACTORS BEFORE INVESTING IN OUR COMMON
STOCK.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is January 9, 2009.

<PAGE>

                                TABLE OF CONTENTS

AVAILABLE INFORMATION 1

BUSINESS. 3

RISK FACTORS 4

FORWARD-LOOKING STATEMENTS 8

DILUTION 9

SELLING STOCKHOLDERS 10

PLAN OF DISTRIBUTION 14

LEGAL MATTERS 15

EXPERTS 15

<PAGE>

                              AVAILABLE INFORMATION

      We have not authorized any dealer, salesperson or any other person to give
any information or to make any representations other than those contained in
this prospectus in connection with the offer made by this prospectus and, if
given or made, you must not rely upon such information or representations as
having been authorized by us or the selling shareholders. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered by this prospectus in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this prospectus nor any sale
made under this prospectus will, under any circumstances, create any implication
that the information contained in this prospectus is correct as of any time
after the date of this prospectus.

      We file annual, quarterly, and current reports with the Securities and
Exchange Commission. You may read and copy any document we file at the
Securities and Exchange Commission's public reference room located at 100 F
Street, N.E., Washington, D.C. 20549. The Securities and Exchange Commission
maintains a website that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission. The address of the Securities and Exchange
Commission's web site is: http://www.sec.gov.

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 (of which this prospectus is a part) under the Securities
Act of 1933, as amended, with respect to the securities offered by this
prospectus. This prospectus does not contain all of the information presented in
the registration statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Securities and Exchange
Commission. Statements in this prospectus describing or summarizing any contract
or other document are not complete, and you should review the copies of those
documents filed as exhibits to the registration statement for more detail. You
may read and copy the registration statement at the principal office of the
Securities and Exchange Commission in Washington, D.C. or from its website.

      The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission automatically will update and supersede such information.

      The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by PASSUR Aerospace, Inc. (the "Company") are
incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

      (2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be

<PAGE>

incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                       2
<PAGE>

                                    BUSINESS

      The Company's principal business is to provide timely, critical
information and solutions to aviation organizations from its proprietary
PASSUR(R) network of live, unique flight information, incorporating decision
support software, analytics, as well as web-delivered collaborative decision
solutions.

      PASSUR is an information company with a unique aviation database and
private international network of proprietary passive radars located at more than
100 airports world-wide, including 34 of the top 35 U.S. airports - from which
it derives and sells PASSUR information, analytics, and decision support tools
to improve the operational efficiency of aviation organizations as well as
provide safety and security services for government organizations. The passive
radar network currently processes ADS-B as well as Mode A, C, and S messages.

      PASSUR offers unique user friendly information as well as decision
algorithms which provide innovative commercial air traffic solutions to over 50
airports (including 8 of the top 10 in the U.S), dozens of airlines (including 7
of the top 10 US-based airlines), and more than 200 corporate aviation
customers, as well to the US Government. Our customers acknowledge that the use
of PASSUR information and decision tools generate significant cost savings and
helps them make better and more economic decisions.

      The Company's goal is to enhance the efficiency and security of the
airspace and save customers money by providing timely, critical information and
solutions to commercial and government organizations. The Company believes there
is a significant opportunity for PASSUR to become the standard in an industry
where information capabilities are fragmented, standardized information is
lacking, and where only limited means of sharing and communicating information
currently exist.

      PASSUR delivers these tools primarily on "web dashboards," which are
portals which aggregate many different sets of information on one web-accessed
page. Almost all of the PASSUR solutions have a live or real-time component, but
most also include alerts, decision support, collaborative components, immediate
playback or review, and analysis. Specific applications and solutions include
the following, all of which can easily be combined and integrated:

      1.    Real-time live flight tracking information and estimated times of
            arrival (ETA's) for airlines and airports to minimize diversions and
            connection costs, including ground service and baggage handling, and
            to reduce the incidence of unmet aircraft. Cost savings using PASSUR
            solutions have been shown by industry analysts to generate
            significant cost savings dollars annually at each airport location;

      2.    Applications to improve airport/airline/air traffic coordination to
            minimize costly disruptions caused by weather, security, and other
            irregular operations;

      3.    Analytics and collaborative decision making solutions to reduce the
            severity of ground delay programs - these programs are primarily
            used by airlines and air traffic organizations;

      4.    Accurate landing fee software and analytics and an integrated
            Landing Fee Management Program used to maximize airport landing fee
            revenue;

      5.    Rapid response software allowing immediate early notification, live
            monitoring, and replays of flight events for Homeland Security and
            military applications as well as improving the efficiency and safety
            of airline/airport operations;

      6.    Information and software to airports to help educate their
            communities about noise management;

      7.    Information and decision support software used by corporation
            aviation organization to improve marketing, sales and customer
            service.

Our products are protected by multiple patents and patent pending applications.
More information can be found on our web site at www.passur.com. Information on
our web site is not part of this prospectus.

                                       3
<PAGE>

                                  RISK FACTORS

      You should carefully consider the following risks, as well as the other
information contained in this prospectus, before investing in shares of our
common stock. If any of the following risks actually occur, our business could
be harmed. In that case, the trading price of our common stock could decline,
and you might lose all or part of your investment. You should refer to the
information set forth in this prospectus and our financial statements and the
related notes included elsewhere in this prospectus.

The Company has in the past incurred operating losses and negative cash flows
from operations.

      While the Company had net income for the first nine months ended July 31,
2008 and fiscal years 2007 and 2006, it incurred significant net losses during
the previous five fiscal years. The Company had net income of approximately
$406,000 and $455,000 for the first nine months ended July 31, 2008 and for the
year ended October 31, 2007, and generated net income of $103,000 for the fiscal
year ended October 31, 2006. As of July 31, 2008, the Company's accumulated
deficit was approximately $9,048,000. The Company's ability to maintain
profitability will depend upon its ability to generate significant increased
revenues through new and existing customer agreements, additional services
and/or products offered to existing customers and to control the costs
associated with the business operations. There is no guarantee that the Company
will be able to execute on these requirements. If the Company becomes profitable
for a specific reporting period, it still may not be able to sustain or increase
its profits on a quarterly or annual basis in the future.

The Company's success is dependent on the aviation industry. If the Company does
not execute its business plan or if the market for its services fails to develop
due to the depressed aviation industry, its results of operations and financial
results could continue to be adversely affected.

      The Company's revenues are solely derived from the aviation industry. The
Company's future revenues and results of operations are dependent on its
continued execution of its subscription-based revenue strategy and development
of new software solutions and applications for the aviation industry. Due to the
depressed aviation industry, it is not assured that the Company will be able to
continue to report growth in its subscription-based business or sustain its
current subscription business. If the Company is unable to sustain and/or
increase its levels of revenues, and it is not successful in reducing costs, its
cash requirements may increase and the results of operations will continue to be
adversely affected.

      Additionally, the aviation industry has been impacted by budgetary
constraints and airline bankruptcies due to the downturn in the current economy,
the terrorist events of September 11, 2001 and the war on terrorism. The
aviation industry is extensively regulated by government agencies, particularly
the FAA and The National Transportation Safety Board. New air travel regulations
have been, and management anticipates will continue to be, implemented that
could have a negative impact on airline and airport revenues. Since
substantially all of the Company's current revenues are derived from either
airports or airlines, continued increased regulations of the aviation industry
or continued downturn in the economic situation of the aviation industry could
have a material adverse effect on the Company.

Reliance on the Company's quarterly operating results as an indication of future
results is inappropriate due to potential significant fluctuations.

      The Company's future revenues and results of operations may fluctuate
significantly due to a combination of factors, including:

      o     Delays and/or decreases in the signing and invoicing of new
            contracts;

      o     The length of time needed to initiate and complete customer
            contracts;

      o     Revenues recognized from one-time sales events (selling or upgrading
            systems) versus subscription based sales;

      o     The introduction and market acceptance of new and enhanced products
            and services;

      o     The costs associated with providing existing and new products and
            services;

      o     Economic conditions in the United States and the impact on the
            aviation industry of the terrorist events of September 11, 2001 and
            continued war or terrorism; and

                                       4
<PAGE>

o The potential of future terrorist acts against the aviation industry.

   Accordingly, quarter-to-quarter comparisons of its results of operations
should not be relied on as an indication of performance. It is possible that in
future periods results of operations may be below those expected based upon
previous performance.

The Company may be unable to raise additional funds to meet operating capital
requirements in the future.

      While the Company's operations were cash flow positive as of July 31,
2008, and in fiscal year 2007, the Company's debt as of July 31, 2008 increased
$600,000 from the end of the prior fiscal year to fund its investment during the
year in the PASSUR(R) network. The Company had an accumulated deficit of
approximately $9,048,000 as of July 31, 2008. The Company has incurred
significant negative cash flows from operations over previous fiscal years. It
has obtained a commitment from its significant shareholder and Chairman to
provide the resources necessary to meet working capital and liquidity
requirements through August 13, 2009. However, future liquidity and capital
requirements are difficult to predict, as they depend on numerous factors,
including the maintenance and growth of existing product lines and service
offerings, as well as the ability to develop, provide and sell new products in
an industry for which liquidity and resources are already adversely affected.
The Company has significant cash requirements, which are expected to continue in
the future. The Company may need to raise additional funds in order to support
discretionary capital expenditures and execute its business plan. These funds in
some cases may be beyond the scope and normal operating requirements for which
the Company has a commitment from its significant shareholder and Chairman and
therefore, may not be approved and/or funded. In such case, the Company may be
required to seek alternate sources of financing (which may not be available on
favorable terms or at all) or abandon such activities by either: (i) terminating
or eliminating certain operating activities; (ii) terminating personnel; (iii)
eliminating marketing activities; and/or (iv) eliminating research and
development programs. If any of the aforementioned occurs, the Company's ability
to expand could become adversely affected.

A limited number of customer contracts accounts for a high percentage of the
Company's revenues, and the inability to replace a key customer contract could
adversely affect our results of operations, businesss, and financial condition.

      The Company relies on a small number of customer contracts for a large
percentage of its revenues and expects that a significant percentage of its
revenues will continue to be derived from a limited number of customer
contracts. The Company's business plan is to obtain additional customers, but
anticipates that near term revenues and operating results will continue to
depend on large contracts from a small number of customers. Additionally, the
aviation industry, particularly the airline sector, has experienced several
Chapter 11 bankruptcy filings recently. Any Chapter 11 filings by our existing
customers may adversely affect our ability to continue such services and collect
payments due to the Company by such customers. As a result of this concentration
of our customer base, an inability to replace one or more of these large
customer contracts could materially adversely affect our business, financial
condition, operating results and cash flow.

The software business for the aviation industry is highly competitive, and
failure to adapt to the changing industry needs could adversely affect our
results of operations, business and financial condition.

      The industry in which we compete is marked by rapid and substantial
technology change, the steady emergence of new companies and products, as well
as evolving industry standards and changing customer needs. We compete with many
established companies in the industry we serve, and some of these companies may
have substantially greater financial, marketing and technology resources, larger
distribution capabilities, earlier access to potential customers, and greater
opportunities to address customers' various information technology requirements.
As the aviation industry seeks to be more cost effective due to the continued
economic downturn, product pricing becomes increasingly important for our
customers. As a result we may experience increased competition from certain
low-priced competitors. To remain competitive, we continue to develop new
products and continue to enhance existing products. We may be unsuccessful in
our ability to sell new products and/or product releases that meet the needs of
our industry in light of low-cost, less functional alternatives available in the
market. In addition, the pricing of new products or releases of existing
products may be above that required by the market place. Our inability to bring
such new products or enhancements to existing products to the market in a timely
manner or the failure for these products to achieve industry acceptance could
adversely affect our business, financial condition, operating results, and cash
flow.

                                       5
<PAGE>

The Company depends upon certain key personnel and may not be able to retain
these employees.

      The Company's future performance depends on the continued services of its
key technical and engineering personnel. Significant improvements have been made
in the past year to address such issues, in particular, technical redundancy,
but the Company continues to depend on the efforts of a limited number of key
personnel. The employment of any of the Company's key personnel could cease at
any time, which could have an adverse affect on our business.

The PASSUR(R) Network could experience disruptions, which could affect the
delivery of data.

      The Company's network infrastructure is maintained and hosted by AT&T
through an existing frame-relay network. If AT&T experiences system failures or
fails to adequately maintain the frame-relay network, the Company may experience
interruption of delivery of data / software services and customers may terminate
or elect not to continue to subscribe to these services in the future. The
Company's network infrastructure may be vulnerable to computer viruses,
break-ins, denial of service, attacks, and similar disruptive problems. Computer
viruses, break-ins, denial of service, attacks or other problems caused by third
parties could lead to interruptions, delays, or cessation in service to
customers. There is currently no existing technology that provides absolute
security. Such incidents could deter potential customers and adversely affect
existing customer relationships.

The Company may be subject to new government regulations relating to the
distribution of flight-tracking data.

      The Company currently maintains strict safety regulations for its data in
order to comply with current government regulations. Due to the continued
growing safety needs and concerns of the aviation industry, new government
regulations may be implemented. Such new regulations may, in some cases, hinder
the Company's ability to provide current and/or additional services.

Unauthorized use of the Company's intellectual properties by third parties may
damage and/or adversely affect our business.

      We regard our trademarks, trade secrets, and all other intellectual
property as critical to our future success. Unauthorized use of our intellectual
property by third parties may damage and/or impair our business. Our
intellectual property includes exclusive licenses to use patents held by third
parties, as well as Company-owned patents and patents pending. We rely on
trademarks, trade secrets, patent protection, and contracts, including
confidentiality and non-exclusive license agreements with our customers,
employees, consultants, strategic partners, and others, to protect our
intellectual property rights. Despite our precautions, it may be possible for
third parties to obtain and use our intellectual property without our prior
knowledge and/or authorization. Prosecuting infringers could be time consuming
and costly, and, irrespective of whether or not the Company is successful, could
disrupt our business.

      The Company currently has the exclusive license rights to use thirteen
patents in the United States and various foreign countries, relating to the
Company's PASSUR(R) System and related technologies. The licensed patents expire
in various years through 2013.

      We currently own four issued patents, and twenty-one additional patents
are pending with the United States Patent Office, some of which relate to newly
developed internet-based software applications, derived in large part from the
data generated from the Company's PASSUR(R) systems. The issued and allowed
patents expire in various years through 2023. We also intend to seek additional
patents for our products and technological advances and/or software
applications, when appropriate. There can be no assurance that patents will be
issued for any of our pending or future patent applications, or that any claims
allowed from such applications will be of sufficient scope, or provide adequate
protection, or any commercial advantage to the Company. Additionally, our
competitors may be able to design around our patents and possibly affect our
commercial interests.

                                       6
<PAGE>

      The Company also owns a federal trademark registration in the mark
PASSUR(R) for use with both the PASSUR(R) hardware system installation and the
software products which use the data derived from PASSUR(R) and other sources.
The PASSUR(R) federal registration will allow the Company to enforce its rights
in the mark in the federal court system. The registration does not assure that
others will be prevented from using similar trademarks in connection with
related products and/or services.

Defending against intellectual property claims could pose significant legal and
professional costs, and if unsuccessful, could adversely affect the Company.

      We cannot guarantee that our future products, technologies and software
applications will not inadvertently infringe upon valid patents or other
intellectual property rights held by third parties. We may be subject to legal
proceedings and claims from time to time relating to the intellectual property
of others. Investigation of any claims from third parties alleging infringement
of their intellectual property, whether with or without merit, can be expensive
and could affect development, marketing, selling, or delivery of our products.
Defending against intellectual property infringement claims could be time
consuming and costly, and, irrespective of whether or not the Company is
successful, could disrupt our business. We may incur substantial expenses in
defending against these third party claims, regardless of their merit.
Successful infringement claims against the Company may result in significant
monetary liability and could adversely affect our business, financial condition,
operating results and cash flow.

                                       7
<PAGE>

                           FORWARD-LOOKING STATEMENTS

      This Prospectus contains forward-looking statements regarding the
Company's future plans, objectives, and expected performance. The words
"believe," "may," "will," "could," "should," "would," "anticipate," "estimate,"
"expect," "project," "intend," "objective," "seek," "strive," "might," "likely
result," "build," "grow," "plan," "goal," "expand," "position," or similar
words, or the negatives of these words, or similar terminology, identify
forward-looking statements. These statements are based on assumptions that the
Company believes are reasonable, but are subject to a wide range of risks and
uncertainties, and a number of factors could cause the Company's actual results
to differ materially from those expressed in the forward-looking statements
referred to above. These factors include, among others, the uncertainties
related to the ability of the Company to sell data subscriptions from its
PASSUR(R) network and to make new sales of its PASSUR(R) and other product lines
(due to potential competitive pressure from other companies or other products),
as well as the current uncertainty in the aviation industry due to terrorist
events, the war on terror, and airline bankruptcies. Other uncertainties which
could impact the Company are uncertainties with respect to future changes in
governmental regulation and the impact that such changes in regulation will have
on the Company's business. Additional uncertainties are related to a) the
Company's ability to find and maintain the personnel necessary to sell,
manufacture, and service its products, b) its ability to adequately protect its
intellectual property, c) its ability to secure future financing and d) its
ability to maintain the continued support of its significant shareholder.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which relate only to events as of the date on which the statements
are made and which reflect management's analysis, judgments, belief, or
expectation only as of such date. The Company undertakes no obligation to
publicly update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.


<PAGE>

                                    DILUTION

      This Prospectus relates to sales of shares held by the Selling
Stockholders. Such sales will not result in any dilution to the net tangible
book value per share of our common stock before and after the sales. Prospective
investors should be aware, however, that the market price of shares being sold
may not bear any rational relationship to net tangible book value per share. As
of July 31, 2008, the net tangible book value per outstanding share of our
common stock was $ (1.52).

<PAGE>

                              SELLING STOCKHOLDERS

      This Prospectus relates to shares of common stock that have been acquired
by the Selling Stockholders named below pursuant to our 1999 Plan.

      Each of the Selling Stockholders is an officer, employee, director, former
director or estate of a former director, or consultant of PASSUR Aerospace, Inc.

      The following table sets forth:

      o     the name and principal position, or positions, over the past three
            years, with the Company of each Selling Stockholder;

      o     the number of shares of Common Stock of each Selling Stockholder
            beneficially owned as of January 6, 2009;

      o     the number of shares of Common Stock acquired by each Selling
            Stockholder pursuant to the Plan and being registered under this
            Registration Statement, some or all of which shares may be sold
            pursuant to this Prospectus; and

      o     the number of shares of Common Stock and the percentage, if 1% or
            more, of the total class of Common Stock outstanding to be
            beneficially owned by each Selling Stockholder following this
            offering, assuming the sale pursuant to this offering of all shares
            acquired by such Selling Stockholder pursuant to the Plan and
            registered under this Registration Statement.

      There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
address of each Selling Stockholder is c/o PASSUR Aerospace, Inc., 47 Arch
Street, Greenwich, CT, 06830.

                                       10
<PAGE>

      This table reflects the Selling Stockholders who are eligible to resell
and the number of shares available to be resold by such Selling Stockholders.

<TABLE>
<CAPTION>
                                                                                           Shares
                                                                                     Beneficially Owned
                                               Shares                               After This Offering(3)
Selling Stockholders and Principal          Beneficially   Shares Covered by This   ----------------------
    Positions with the Company                Owned(1)         Prospectus(2)        Number    Percentage
-----------------------------------------   ------------   ----------------------   -------   ------------
<S>                                         <C>            <C>                      <C>       <C>

Graziani, Paul                                   101,667                   95,000    15,000            -
    Director

Whitman, Bruce                                   229,667                   95,000   143,000            3%
    Director

Morgan, James                                     76,667                   85,000         -            -
    Director

Schilling, Richard                                33,000                   30,000     3,000            -
    Director

Baker, Robert                                     15,000                   15,000         -            -
    Director, August, 2002 to April, 2003
    (Estate of a deceased Director)

Barry, James,                                    399,500                  399,500         -            -
    Chief Executive Officer

Keller, John                                     224,500                  107,500   117,000            3%
    Executive Vice President

Cole, James,                                     179,400                  140,000    39,400            1%
    Senior Vice President -
    Research and Development

Dunsky, Ron                                      165,000                  165,000         -            -
    Vice President of Marketing

Marcella, Matthew                                130,000                  115,000    15,000            -
    Vice President - Software Development

Devaney, Jeff                                     80,000                   80,000         -            -
    Chief Financial Officer

Safrenek, Ed                                       3,333                    5,000         -            -
    Programmer

Stringer, Matt                                     3,333                    5,000         -            -
    Programmer

Prassad, V.G.                                      3,333                    5,000         -            -
    Programmer

Johns Alter, Renee                                24,833                   37,500         -            -
    Sales Director

Cinello, Tim                                      40,000                   40,000         -            -
    Sales Director

O'Halloran, Tom                                   34,833                   47,500         -            -
    Sales Director

Masella, Peter                                     1,000                    5,000         -            -
    Sales Operations Coordinator

Danto, Evan                                        1,500                    7,500         -            -
    Business Analyst
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Shares
                                                                                     Beneficially Owned
                                               Shares                               After This Offering(3)
Selling Stockholders and Principal          Beneficially   Shares Covered by This   ----------------------
    Positions with the Company                Owned(1)         Prospectus(2)        Number    Percentage
-----------------------------------------   ------------   ----------------------   -------   ------------
<S>                                         <C>            <C>                      <C>       <C>

Romano, Robert                                    11,000                   11,000         -            -
    Hardware Technician

Pawson, Richard                                   17,000                   17,000         -            -
    Technical Support

Venkatesh, Sandilya                                  500                    2,500         -            -
    Staff Engineer

Grimaldi, Marianne                                   500                    2,500         -            -
    Testing / Technical Support

Sloan, Steve                                      17,000                   17,000         -            -
    Contract Administrator

Fierro, Bonnie                                     1,333                    2,000         -            -
    Accounting Manager

Sullivan, Linda                                   14,000                   14,000         -            -
    Consultant

Anderson, Judie                                      500                    2,500         -            -
    Controller

Siadat, Barry                                     90,000                   85,000     5,000            -
    Consultant

Bachana, Yitzhak                                  10,000                   10,000         -            -
    Former Director

Damis, Bob                                         6,667                   10,000         -            -
    Consultant

Sarahad, Nadder                                    1,667                    2,500         -            -
    Consultant

Cappuzzello, Carmelo                               1,000                    5,000         -            -
    Sales Director

White, Tom                                         4,000                   40,000         -            -
    Sales Director

Simpson, Heather                                     200                    1,000         -            -
    Executive Assistant

Scott, Richard                                         -                   75,000         -            -
     Senior Vice President of Sales

Park, Harold                                         200                    1,000         -            -
    Customer Support Specialist

Roe, Fredrick                                          -                    5,000         -            -
    Sales Director

Trujillo, Michael                                      -                    2,000         -            -
    Programmer

Chelsey, Collaro                                       -                    1,000         -            -
    Customer Service Representative
</TABLE>

                                       12
<PAGE>

(1) Each person named in the table has sole voting and investment power with
respect to all common stock listed as owned by that person or entity. Shares
beneficially owned include shares that may be acquired pursuant to options and
warrants exercisable within 60 days of the date of this reoffer prospectus.

(2) Includes all shares registered for the account of each Selling Stockholder
whether or not exercisable within 60 days of the date of this reoffer
prospectus.

(3) Assuming the sale of all shares registered for the account of the Selling
Stockholders whether or not exercisable within 60 days of the date of this
reoffer prospectus.

(4) Ownership percentages are based on 4,146,448 shares of common stock
outstanding as of July 31, 2008. With respect to each person, percentage
ownership is calculated by dividing the number of shares beneficially owned by
such person by the sum of the number of outstanding shares at such date and the
number of shares such person has the right to acquire upon exercise of options
or warrants that are currently exercisable or are exercisable on or before March
9, 2009.

      Unnamed non-affiliates of PASSUR Aerospace, Inc., each of whom may sell up
to the lesser of 1,000 shares of common stock or 1% of the shares of common
stock issuable under the 1999 Plan, may use this reoffer prospectus for reoffers
and resales.

                                       13
<PAGE>

                              PLAN OF DISTRIBUTION

      Shares covered by this Prospectus will be sold by the Selling Stockholders
as principals for their own account. We will not receive any proceeds from sales
of any shares by Selling Stockholders.

      The Selling Stockholders may sell shares pursuant to this Prospectus from
time to time:

            o     in transactions (including one or more block transactions) on
                  the OTC Bulletin Board;

            o     in the public market off the OTC Bulletin Board;

            o     in privately negotiated transactions; or

            o     in a combination of such transactions.

      Each sale may be made either at the market price prevailing at the time of
sale or at a negotiated price. Sales may be made through brokers or to dealers,
and such brokers or dealers may receive compensation in the form of commissions
or discounts not exceeding those customary in similar transactions. Any shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by PASSUR Aerospace, Inc., but all brokerage
commissions and other expenses incurred by a Selling Stockholder will be borne
by that Selling Stockholder.

            The Selling Stockholders and any dealer acting in connection with
the offering or any broker executing a sell order on behalf of a Selling
Stockholder may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of shares by a Selling
Stockholder and any commissions or discounts received by any such broker or
dealer may be deemed to be underwriting compensation under the Securities Act.
In addition, any such broker or dealer may be required to deliver a copy of this
Prospectus to any person who purchases any of the shares from or through such
broker or dealer.

                                       14
<PAGE>

                                  LEGAL MATTERS

      Certain legal matters with respect to the validity of the shares of common
stock offered by this reoffer Prospectus will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

                                     EXPERTS

      The consolidated financial statements of the Company and its subsidiaries,
incorporated by reference into this prospectus from the Company's Annual Report
on Form 10-K for the year ended October 31, 2007 have been audited by BDO
Seidman, LLP, an independent registered public accounting firm, as stated in its
report, which is incorporated herein by reference and have been so incorporated
in reliance upon the report of BDO Seidman, LLP, given upon its authority as
experts in auditing and accounting.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file current, quarterly and annual reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these filed documents at the SEC's public reference room
located at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's internet site at
http://www.sec.gov.

      Our website is www.PASSUR.com (which is not intended to be an active
hyperlink in this prospectus). We make available free of charge on our website
our annual reports on Form 10-K and quarterly reports on Form 10-Q. The
information contained on, connected to, or that can be accessed via our website
is not part of this prospectus.

      We have filed with the SEC a Registration Statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. This prospectus, which constitutes a part of that Registration
Statement, does not include all the information contained in that Registration
Statement and its exhibits. For further information with respect to us and our
common stock, you should consult the Registration Statement and its exhibits.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Statements contained in this prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents containing that information. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents filed by
us with the SEC and any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
complete or terminated:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

                                       15
<PAGE>

      (2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those documents.
You may request copies by writing or telephoning us at our Investor Relations
Department, PASSUR Aerospace, Inc. Corporation, 47 Arch Street, Greenwich, CT
06830; telephone number (203) 622-4086.

                                       16
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

      The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by PASSUR Aerospace, Inc. (the "Company") are
incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

      (2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Certain legal matters with respect to the validity of the shares of common
stock offered by this reoffer prospectus will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

Item 6. Indemnification of Directors and Officers.

      Reference is made to Section 722 of the New York Corporation Law ("BCL")
which provides for indemnification of directors and officers in certain
circumstances.

      Section 722 of the BCL permits indemnification of officers, directors, and
other corporate agents under certain circumstances and subject to certain
limitations. The Company's certificate of incorporation and by-laws provide that
it shall indemnify its directors and officers, and anyone who is or was serving
at the Company's request as a director, officer, member, employee, fiduciary, or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under New York law. These
indemnification provisions may be sufficiently broad to permit indemnification
of its executive officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.

                                       17
<PAGE>

      The Company maintains directors' and officers' liability insurance against
any actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self dealing.

      For the undertaking with respect to indemnification, see Item 9.

Item 7. Exemption From Registration Claimed.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof.

Item 8. Exhibits

Exhibit No. Description
----------- -----------

4.1         Form of Certificate of Common Stock 9 incorporated by reference to
            Exhibit 4 (a) of the Company's Registration Statement on Form S-1
            (Registration No. 2-45130).

4.3         The Company's 1999 Stock Incentive Plan (incorporated by reference
            to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on
            April 17, 2006).

*5.1        Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

*23.1.1     Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit
            5.1 above).

*23.1.2.    Consent of BDO Seidman, LLP, dated as of January 5, 2009.

*24.1       Power of Attorney (included on the signature pages to the
            Registration Statement).

*Filed herewith

Item 9. Undertakings

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective Registration Statement;

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the Registration Statement or
      any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the Registration Statement.

                                       18
<PAGE>

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       19
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 9th day of
January, 2009.

                                       PASSUR AEROSPACE, INC.


                                       By: /s/ James T. Barry
                                           -------------------------------------
                                           James T. Barry,
                                           Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James T. Barry and Jeffrey P. Devaney, and
each of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments or supplements to this
Registration Statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite,
necessary and appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto, as fully to all intents and purposes as
he or she might or could do in person, and hereby ratifies and confirms all said
attorneys-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature                         Title                    Date

/s/ James T. Barry                   Chief Executive Officer     January 9, 2009
-----------------------------     (Principal Executive Officer)
        James T. Barry                    and Director

/s/ Jeffrey P. Devaney               Chief Financial Officer     January 9, 2009
-----------------------------   (Principal Financial Officer and
      Jeffrey P. Devaney          Principal Accounting Officer)

/s/ G.S. Beckwith Gilbert                Chairman of the         January 9, 2009
-----------------------------          Board of Directors
    G.S. Beckwith Gilbert

/s/ John R. Keller                Executive Vice President and   January 9, 2009
-----------------------------               Director
        John R. Keller

/s/ Bruce N. Whitman                        Director             January 9, 2009
-----------------------------
       Bruce N. Whitman

/s/ Paul L. Graziani                        Director             January 9, 2009
-----------------------------
       Paul L. Graziani

/s/ Richard R. Schilling, Jr.               Director             January 9, 2009
-----------------------------
  Richard R. Schilling, Jr.

<PAGE>

/s/ James J. Morgan                         Director             January 9, 2009
-----------------------------
       James J. Morgan

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description

4.1               Form of Certificate of Common Stock 9 incorporated by
                  reference to Exhibit 4 (a) of the Company's Registration
                  Statement on Form S-1 (Registration No. 2-45130).

4.3               The Company's 1999 Stock Incentive Plan (incorporated by
                  reference to Exhibit 10.3 of the Company's Current Report on
                  Form 8-K filed on April 17, 2006).

*5.1              Opinion of Cadwalader, Wickersham & Taft LLP as to the
                  legality of the securities being registered.

*23.1.1           Consent of Cadwalader, Wickersham & Taft LLP (included in
                  Exhibit 5.1 above).

*23.1.2.          Consent of BDO Seidman, LLP, dated as of January 5, 2009.

*24.1             Power of Attorney (included on the signature pages to the
                  Registration Statement).

*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "mg14859168-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 67640}]
{"company-data": {"conformed-name": "PASSUR Aerospace, Inc.", "cik": "0000225628", "assigned-sic": "3576", "irs-number": "112208938", "state-of-incorporation": "NY", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-156657", "film-number": "09519108"}, "business-address": {"street1": "47 ARCH STREET", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036224086"}, "mail-address": {"street1": "47 ARCH STREET", "city": "GREENWICH", "state": "CT", "zip": "06830"}, "former-company": [{"former-conformed-name": "MEGADATA CORP", "date-changed": "19920703"}, {"former-conformed-name": "MEGADATA COMPUTER & COMMUNICATIONS CORP", "date-changed": "19770201"}, {"former-conformed-name": "BELLOK DEVICES INC", "date-changed": "19740314"}]}
As filed with the Securities and Exchange Commission on January 9, 2009

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ----------

                             PASSUR AEROSPACE, INC.
             (Exact Name of Registrant as Specified in its Charter)

           New York                                      11-2208938
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                      47 Arch Street, Greenwich, CT, 06830
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                            1999 Stock Incentive Plan
                              (Full Title of Plans)

                                 James T. Barry
                             Chief Executive Officer
                                 47 Arch Street
                               Greenwich, CT 06830
                                 (203) 622-4086
                     (Name, Address, including Zip Code, and
                                Telephone Number,
                   including Area Code, of Agent For Service)

                                    Copy to:
                              Dennis J. Block, Esq.
                        Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                            New York, New York 10281
                                 (212) 504-6000

                                   ----------

      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 definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

|_| Large        |_| Acclerated  |_| Non-accelerated filer  |X| Smaller
    accelerated      filer           (Do not check if a         reporting
    filer                            reporting company)         company

                         CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities       Amount to be      Proposed Maximum Offering        Proposed Maximum            Amount of
to be Registered                        Registered(1)          Price Per Share         Aggregate Offering Price    Registration Fee
--------------------------------------  -------------     --------------------------   -------------------------   -----------------
1999 Stock Incentive Plan
-------------------------
Common Stock, par value, .01 per share   1,785,500(2)                       $ .74(3)               $1,321,270                 $59.93
Common Stock, par value, .01 per share     381,167(4)                       $1.75(5)               $667,042.25                $26.21
Total                                    2,166,667                                                                            $86.14
(1)   Plus such indeterminate number of shares pursuant to Rule 416 of the
      Securities Act of 1933, as amended (the "Securities Act"), as may be
      issued in respect of stock dividends, recapitalizations, stock splits,
      reorganizations, mergers, consolidations, combinations or exchanges of
      shares and similar transactions.

(2)   Represents the registration of an aggregate of 1,785,500 shares of common
      stock of PASSUR Aerospace, Inc., issuable upon exercise of options granted
      under the 1999 Stock Incentive Plan.

(3)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, based on the weighted average exercise price of $.74 for
      1,785,500 of the shares to be registered under this Registration
      Statement.

(4)   Represents the registration of an aggregate of 381,167 shares of common
      stock of PASSUR Aerospace, Inc., issuable upon exercise of options
      reserved for grant under the 1999 Stock Incentive Plan.

(5)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, based on the average of the high and low sales price of the
      common stock as reported on the OTC Bulletin Board on January 8, 2009.
EXPLANATORY NOTE

      PASSUR Aerospace, Inc. (the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register (i) issuances of
1,785,500 shares of common stock, par value $.01 per share ("Common Stock"), of
the Company upon the exercise of options previously granted under the 1999 Stock
Incentive Plan (the "1999 Plan") and (ii) future issuances of up to 381,167
shares of Common Stock under the 1999 Plan. This Registration Statement also
includes a reoffer prospectus prepared in accordance with General Instruction C
of Form S-8 and in accordance with the requirements of Part I of Form S-3. This
reoffer prospectus may be used by certain employees, officers, directors and
consultants of the Company to sell or otherwise dispose of securities received
as grants under, or as a result of the exercise of stock options granted under,
the 1999 Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing information specified in Part I of Form S-8 will
be sent or given to individuals eligible to participate in the 1999 Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement, taken together, constitute prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       1
REOFFER PROSPECTUS

                             PASSUR AEROSPACE, INC.

                               1,785,500 Shares of
                                  Common Stock

      Pursuant to this prospectus, certain of our officers, employees, directors
and consultants may sell for their own accounts up to 1,785,500 shares of our
common stock. We will issue these shares of our common stock to such selling
shareholders upon their exercise of options now or hereafter granted pursuant to
our 1999 Stock Incentive Plan. All net proceeds from the sale of the shares of
common stock offered by this prospectus will go to the selling shareholders. We
will not receive any proceeds from such sales.

      The selling shareholders may offer their shares of common stock through
public or private transactions, in the over-the-counter markets or on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The selling shareholders may
engage brokers or dealers who may receive commissions or discounts from the
selling shareholders. We will pay substantially all of the expenses incident to
the registration of such shares, except for the selling commissions.

      Our common stock is traded on the OTC Bulletin Board under the symbol
"PSSR.OB" The closing price of our common stock as reported on the OTC Bulletin
Board on January 7, 2009, was $ 2.00 per share.

      INVESTMENT IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
ON PAGE 4. YOU SHOULD CONSIDER SUCH RISK FACTORS BEFORE INVESTING IN OUR COMMON
STOCK.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is January 9, 2009.
TABLE OF CONTENTS

AVAILABLE INFORMATION 1

BUSINESS. 3

RISK FACTORS 4

FORWARD-LOOKING STATEMENTS 8

DILUTION 9

SELLING STOCKHOLDERS 10

PLAN OF DISTRIBUTION 14

LEGAL MATTERS 15

EXPERTS 15
AVAILABLE INFORMATION

      We have not authorized any dealer, salesperson or any other person to give
any information or to make any representations other than those contained in
this prospectus in connection with the offer made by this prospectus and, if
given or made, you must not rely upon such information or representations as
having been authorized by us or the selling shareholders. This prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered by this prospectus in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this prospectus nor any sale
made under this prospectus will, under any circumstances, create any implication
that the information contained in this prospectus is correct as of any time
after the date of this prospectus.

      We file annual, quarterly, and current reports with the Securities and
Exchange Commission. You may read and copy any document we file at the
Securities and Exchange Commission's public reference room located at 100 F
Street, N.E., Washington, D.C. 20549. The Securities and Exchange Commission
maintains a website that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission. The address of the Securities and Exchange
Commission's web site is: http://www.sec.gov.

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 (of which this prospectus is a part) under the Securities
Act of 1933, as amended, with respect to the securities offered by this
prospectus. This prospectus does not contain all of the information presented in
the registration statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Securities and Exchange
Commission. Statements in this prospectus describing or summarizing any contract
or other document are not complete, and you should review the copies of those
documents filed as exhibits to the registration statement for more detail. You
may read and copy the registration statement at the principal office of the
Securities and Exchange Commission in Washington, D.C. or from its website.

      The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission automatically will update and supersede such information.

      The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by PASSUR Aerospace, Inc. (the "Company") are
incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

      (2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                       2
BUSINESS

      The Company's principal business is to provide timely, critical
information and solutions to aviation organizations from its proprietary
PASSUR(R) network of live, unique flight information, incorporating decision
support software, analytics, as well as web-delivered collaborative decision
solutions.

      PASSUR is an information company with a unique aviation database and
private international network of proprietary passive radars located at more than
100 airports world-wide, including 34 of the top 35 U.S. airports - from which
it derives and sells PASSUR information, analytics, and decision support tools
to improve the operational efficiency of aviation organizations as well as
provide safety and security services for government organizations. The passive
radar network currently processes ADS-B as well as Mode A, C, and S messages.

      PASSUR offers unique user friendly information as well as decision
algorithms which provide innovative commercial air traffic solutions to over 50
airports (including 8 of the top 10 in the U.S), dozens of airlines (including 7
of the top 10 US-based airlines), and more than 200 corporate aviation
customers, as well to the US Government. Our customers acknowledge that the use
of PASSUR information and decision tools generate significant cost savings and
helps them make better and more economic decisions.

      The Company's goal is to enhance the efficiency and security of the
airspace and save customers money by providing timely, critical information and
solutions to commercial and government organizations. The Company believes there
is a significant opportunity for PASSUR to become the standard in an industry
where information capabilities are fragmented, standardized information is
lacking, and where only limited means of sharing and communicating information
currently exist.

      PASSUR delivers these tools primarily on "web dashboards," which are
portals which aggregate many different sets of information on one web-accessed
page. Almost all of the PASSUR solutions have a live or real-time component, but
most also include alerts, decision support, collaborative components, immediate
playback or review, and analysis. Specific applications and solutions include
the following, all of which can easily be combined and integrated:

      1.    Real-time live flight tracking information and estimated times of
            arrival (ETA's) for airlines and airports to minimize diversions and
            connection costs, including ground service and baggage handling, and
            to reduce the incidence of unmet aircraft. Cost savings using PASSUR
            solutions have been shown by industry analysts to generate
            significant cost savings dollars annually at each airport location;

      2.    Applications to improve airport/airline/air traffic coordination to
            minimize costly disruptions caused by weather, security, and other
            irregular operations;

      3.    Analytics and collaborative decision making solutions to reduce the
            severity of ground delay programs - these programs are primarily
            used by airlines and air traffic organizations;

      4.    Accurate landing fee software and analytics and an integrated
            Landing Fee Management Program used to maximize airport landing fee
            revenue;

      5.    Rapid response software allowing immediate early notification, live
            monitoring, and replays of flight events for Homeland Security and
            military applications as well as improving the efficiency and safety
            of airline/airport operations;

      6.    Information and software to airports to help educate their
            communities about noise management;

      7.    Information and decision support software used by corporation
            aviation organization to improve marketing, sales and customer
            service.

Our products are protected by multiple patents and patent pending applications.
More information can be found on our web site at www.passur.com. Information on
our web site is not part of this prospectus.

                                       3
RISK FACTORS

      You should carefully consider the following risks, as well as the other
information contained in this prospectus, before investing in shares of our
common stock. If any of the following risks actually occur, our business could
be harmed. In that case, the trading price of our common stock could decline,
and you might lose all or part of your investment. You should refer to the
information set forth in this prospectus and our financial statements and the
related notes included elsewhere in this prospectus.

The Company has in the past incurred operating losses and negative cash flows
from operations.

      While the Company had net income for the first nine months ended July 31,
2008 and fiscal years 2007 and 2006, it incurred significant net losses during
the previous five fiscal years. The Company had net income of approximately
$406,000 and $455,000 for the first nine months ended July 31, 2008 and for the
year ended October 31, 2007, and generated net income of $103,000 for the fiscal
year ended October 31, 2006. As of July 31, 2008, the Company's accumulated
deficit was approximately $9,048,000. The Company's ability to maintain
profitability will depend upon its ability to generate significant increased
revenues through new and existing customer agreements, additional services
and/or products offered to existing customers and to control the costs
associated with the business operations. There is no guarantee that the Company
will be able to execute on these requirements. If the Company becomes profitable
for a specific reporting period, it still may not be able to sustain or increase
its profits on a quarterly or annual basis in the future.

The Company's success is dependent on the aviation industry. If the Company does
not execute its business plan or if the market for its services fails to develop
due to the depressed aviation industry, its results of operations and financial
results could continue to be adversely affected.

      The Company's revenues are solely derived from the aviation industry. The
Company's future revenues and results of operations are dependent on its
continued execution of its subscription-based revenue strategy and development
of new software solutions and applications for the aviation industry. Due to the
depressed aviation industry, it is not assured that the Company will be able to
continue to report growth in its subscription-based business or sustain its
current subscription business. If the Company is unable to sustain and/or
increase its levels of revenues, and it is not successful in reducing costs, its
cash requirements may increase and the results of operations will continue to be
adversely affected.

      Additionally, the aviation industry has been impacted by budgetary
constraints and airline bankruptcies due to the downturn in the current economy,
the terrorist events of September 11, 2001 and the war on terrorism. The
aviation industry is extensively regulated by government agencies, particularly
the FAA and The National Transportation Safety Board. New air travel regulations
have been, and management anticipates will continue to be, implemented that
could have a negative impact on airline and airport revenues. Since
substantially all of the Company's current revenues are derived from either
airports or airlines, continued increased regulations of the aviation industry
or continued downturn in the economic situation of the aviation industry could
have a material adverse effect on the Company.

Reliance on the Company's quarterly operating results as an indication of future
results is inappropriate due to potential significant fluctuations.

      The Company's future revenues and results of operations may fluctuate
significantly due to a combination of factors, including:

      o     Delays and/or decreases in the signing and invoicing of new
            contracts;

      o     The length of time needed to initiate and complete customer
            contracts;

      o     Revenues recognized from one-time sales events (selling or upgrading
            systems) versus subscription based sales;

      o     The introduction and market acceptance of new and enhanced products
            and services;

      o     The costs associated with providing existing and new products and
            services;

      o     Economic conditions in the United States and the impact on the
            aviation industry of the terrorist events of September 11, 2001 and
            continued war or terrorism; and

                                       4
o The potential of future terrorist acts against the aviation industry.

   Accordingly, quarter-to-quarter comparisons of its results of operations
should not be relied on as an indication of performance. It is possible that in
future periods results of operations may be below those expected based upon
previous performance.

The Company may be unable to raise additional funds to meet operating capital
requirements in the future.

      While the Company's operations were cash flow positive as of July 31,
2008, and in fiscal year 2007, the Company's debt as of July 31, 2008 increased
$600,000 from the end of the prior fiscal year to fund its investment during the
year in the PASSUR(R) network. The Company had an accumulated deficit of
approximately $9,048,000 as of July 31, 2008. The Company has incurred
significant negative cash flows from operations over previous fiscal years. It
has obtained a commitment from its significant shareholder and Chairman to
provide the resources necessary to meet working capital and liquidity
requirements through August 13, 2009. However, future liquidity and capital
requirements are difficult to predict, as they depend on numerous factors,
including the maintenance and growth of existing product lines and service
offerings, as well as the ability to develop, provide and sell new products in
an industry for which liquidity and resources are already adversely affected.
The Company has significant cash requirements, which are expected to continue in
the future. The Company may need to raise additional funds in order to support
discretionary capital expenditures and execute its business plan. These funds in
some cases may be beyond the scope and normal operating requirements for which
the Company has a commitment from its significant shareholder and Chairman and
therefore, may not be approved and/or funded. In such case, the Company may be
required to seek alternate sources of financing (which may not be available on
favorable terms or at all) or abandon such activities by either: (i) terminating
or eliminating certain operating activities; (ii) terminating personnel; (iii)
eliminating marketing activities; and/or (iv) eliminating research and
development programs. If any of the aforementioned occurs, the Company's ability
to expand could become adversely affected.

A limited number of customer contracts accounts for a high percentage of the
Company's revenues, and the inability to replace a key customer contract could
adversely affect our results of operations, businesss, and financial condition.

      The Company relies on a small number of customer contracts for a large
percentage of its revenues and expects that a significant percentage of its
revenues will continue to be derived from a limited number of customer
contracts. The Company's business plan is to obtain additional customers, but
anticipates that near term revenues and operating results will continue to
depend on large contracts from a small number of customers. Additionally, the
aviation industry, particularly the airline sector, has experienced several
Chapter 11 bankruptcy filings recently. Any Chapter 11 filings by our existing
customers may adversely affect our ability to continue such services and collect
payments due to the Company by such customers. As a result of this concentration
of our customer base, an inability to replace one or more of these large
customer contracts could materially adversely affect our business, financial
condition, operating results and cash flow.

The software business for the aviation industry is highly competitive, and
failure to adapt to the changing industry needs could adversely affect our
results of operations, business and financial condition.

      The industry in which we compete is marked by rapid and substantial
technology change, the steady emergence of new companies and products, as well
as evolving industry standards and changing customer needs. We compete with many
established companies in the industry we serve, and some of these companies may
have substantially greater financial, marketing and technology resources, larger
distribution capabilities, earlier access to potential customers, and greater
opportunities to address customers' various information technology requirements.
As the aviation industry seeks to be more cost effective due to the continued
economic downturn, product pricing becomes increasingly important for our
customers. As a result we may experience increased competition from certain
low-priced competitors. To remain competitive, we continue to develop new
products and continue to enhance existing products. We may be unsuccessful in
our ability to sell new products and/or product releases that meet the needs of
our industry in light of low-cost, less functional alternatives available in the
market. In addition, the pricing of new products or releases of existing
products may be above that required by the market place. Our inability to bring
such new products or enhancements to existing products to the market in a timely
manner or the failure for these products to achieve industry acceptance could
adversely affect our business, financial condition, operating results, and cash
flow.

                                       5
The Company depends upon certain key personnel and may not be able to retain
these employees.

      The Company's future performance depends on the continued services of its
key technical and engineering personnel. Significant improvements have been made
in the past year to address such issues, in particular, technical redundancy,
but the Company continues to depend on the efforts of a limited number of key
personnel. The employment of any of the Company's key personnel could cease at
any time, which could have an adverse affect on our business.

The PASSUR(R) Network could experience disruptions, which could affect the
delivery of data.

      The Company's network infrastructure is maintained and hosted by AT&T
through an existing frame-relay network. If AT&T experiences system failures or
fails to adequately maintain the frame-relay network, the Company may experience
interruption of delivery of data / software services and customers may terminate
or elect not to continue to subscribe to these services in the future. The
Company's network infrastructure may be vulnerable to computer viruses,
break-ins, denial of service, attacks, and similar disruptive problems. Computer
viruses, break-ins, denial of service, attacks or other problems caused by third
parties could lead to interruptions, delays, or cessation in service to
customers. There is currently no existing technology that provides absolute
security. Such incidents could deter potential customers and adversely affect
existing customer relationships.

The Company may be subject to new government regulations relating to the
distribution of flight-tracking data.

      The Company currently maintains strict safety regulations for its data in
order to comply with current government regulations. Due to the continued
growing safety needs and concerns of the aviation industry, new government
regulations may be implemented. Such new regulations may, in some cases, hinder
the Company's ability to provide current and/or additional services.

Unauthorized use of the Company's intellectual properties by third parties may
damage and/or adversely affect our business.

      We regard our trademarks, trade secrets, and all other intellectual
property as critical to our future success. Unauthorized use of our intellectual
property by third parties may damage and/or impair our business. Our
intellectual property includes exclusive licenses to use patents held by third
parties, as well as Company-owned patents and patents pending. We rely on
trademarks, trade secrets, patent protection, and contracts, including
confidentiality and non-exclusive license agreements with our customers,
employees, consultants, strategic partners, and others, to protect our
intellectual property rights. Despite our precautions, it may be possible for
third parties to obtain and use our intellectual property without our prior
knowledge and/or authorization. Prosecuting infringers could be time consuming
and costly, and, irrespective of whether or not the Company is successful, could
disrupt our business.

      The Company currently has the exclusive license rights to use thirteen
patents in the United States and various foreign countries, relating to the
Company's PASSUR(R) System and related technologies. The licensed patents expire
in various years through 2013.

      We currently own four issued patents, and twenty-one additional patents
are pending with the United States Patent Office, some of which relate to newly
developed internet-based software applications, derived in large part from the
data generated from the Company's PASSUR(R) systems. The issued and allowed
patents expire in various years through 2023. We also intend to seek additional
patents for our products and technological advances and/or software
applications, when appropriate. There can be no assurance that patents will be
issued for any of our pending or future patent applications, or that any claims
allowed from such applications will be of sufficient scope, or provide adequate
protection, or any commercial advantage to the Company. Additionally, our
competitors may be able to design around our patents and possibly affect our
commercial interests.

                                       6
The Company also owns a federal trademark registration in the mark
PASSUR(R) for use with both the PASSUR(R) hardware system installation and the
software products which use the data derived from PASSUR(R) and other sources.
The PASSUR(R) federal registration will allow the Company to enforce its rights
in the mark in the federal court system. The registration does not assure that
others will be prevented from using similar trademarks in connection with
related products and/or services.

Defending against intellectual property claims could pose significant legal and
professional costs, and if unsuccessful, could adversely affect the Company.

      We cannot guarantee that our future products, technologies and software
applications will not inadvertently infringe upon valid patents or other
intellectual property rights held by third parties. We may be subject to legal
proceedings and claims from time to time relating to the intellectual property
of others. Investigation of any claims from third parties alleging infringement
of their intellectual property, whether with or without merit, can be expensive
and could affect development, marketing, selling, or delivery of our products.
Defending against intellectual property infringement claims could be time
consuming and costly, and, irrespective of whether or not the Company is
successful, could disrupt our business. We may incur substantial expenses in
defending against these third party claims, regardless of their merit.
Successful infringement claims against the Company may result in significant
monetary liability and could adversely affect our business, financial condition,
operating results and cash flow.

                                       7
FORWARD-LOOKING STATEMENTS

      This Prospectus contains forward-looking statements regarding the
Company's future plans, objectives, and expected performance. The words
"believe," "may," "will," "could," "should," "would," "anticipate," "estimate,"
"expect," "project," "intend," "objective," "seek," "strive," "might," "likely
result," "build," "grow," "plan," "goal," "expand," "position," or similar
words, or the negatives of these words, or similar terminology, identify
forward-looking statements. These statements are based on assumptions that the
Company believes are reasonable, but are subject to a wide range of risks and
uncertainties, and a number of factors could cause the Company's actual results
to differ materially from those expressed in the forward-looking statements
referred to above. These factors include, among others, the uncertainties
related to the ability of the Company to sell data subscriptions from its
PASSUR(R) network and to make new sales of its PASSUR(R) and other product lines
(due to potential competitive pressure from other companies or other products),
as well as the current uncertainty in the aviation industry due to terrorist
events, the war on terror, and airline bankruptcies. Other uncertainties which
could impact the Company are uncertainties with respect to future changes in
governmental regulation and the impact that such changes in regulation will have
on the Company's business. Additional uncertainties are related to a) the
Company's ability to find and maintain the personnel necessary to sell,
manufacture, and service its products, b) its ability to adequately protect its
intellectual property, c) its ability to secure future financing and d) its
ability to maintain the continued support of its significant shareholder.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which relate only to events as of the date on which the statements
are made and which reflect management's analysis, judgments, belief, or
expectation only as of such date. The Company undertakes no obligation to
publicly update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.
DILUTION

      This Prospectus relates to sales of shares held by the Selling
Stockholders. Such sales will not result in any dilution to the net tangible
book value per share of our common stock before and after the sales. Prospective
investors should be aware, however, that the market price of shares being sold
may not bear any rational relationship to net tangible book value per share. As
of July 31, 2008, the net tangible book value per outstanding share of our
common stock was $ (1.52).
SELLING STOCKHOLDERS

      This Prospectus relates to shares of common stock that have been acquired
by the Selling Stockholders named below pursuant to our 1999 Plan.

      Each of the Selling Stockholders is an officer, employee, director, former
director or estate of a former director, or consultant of PASSUR Aerospace, Inc.

      The following table sets forth:

      o     the name and principal position, or positions, over the past three
            years, with the Company of each Selling Stockholder;

      o     the number of shares of Common Stock of each Selling Stockholder
            beneficially owned as of January 6, 2009;

      o     the number of shares of Common Stock acquired by each Selling
            Stockholder pursuant to the Plan and being registered under this
            Registration Statement, some or all of which shares may be sold
            pursuant to this Prospectus; and

      o     the number of shares of Common Stock and the percentage, if 1% or
            more, of the total class of Common Stock outstanding to be
            beneficially owned by each Selling Stockholder following this
            offering, assuming the sale pursuant to this offering of all shares
            acquired by such Selling Stockholder pursuant to the Plan and
            registered under this Registration Statement.

      There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
address of each Selling Stockholder is c/o PASSUR Aerospace, Inc., 47 Arch
Street, Greenwich, CT, 06830.

                                       10
This table reflects the Selling Stockholders who are eligible to resell
and the number of shares available to be resold by such Selling Stockholders.
Shares
                                                                                     Beneficially Owned
                                               Shares                               After This Offering(3)
Selling Stockholders and Principal          Beneficially   Shares Covered by This   ----------------------
    Positions with the Company                Owned(1)         Prospectus(2)        Number    Percentage
-----------------------------------------   ------------   ----------------------   -------   ------------
Graziani, Paul                                   101,667                   95,000    15,000            -
    Director

Whitman, Bruce                                   229,667                   95,000   143,000            3%
    Director

Morgan, James                                     76,667                   85,000         -            -
    Director

Schilling, Richard                                33,000                   30,000     3,000            -
    Director

Baker, Robert                                     15,000                   15,000         -            -
    Director, August, 2002 to April, 2003
    (Estate of a deceased Director)

Barry, James,                                    399,500                  399,500         -            -
    Chief Executive Officer

Keller, John                                     224,500                  107,500   117,000            3%
    Executive Vice President

Cole, James,                                     179,400                  140,000    39,400            1%
    Senior Vice President -
    Research and Development

Dunsky, Ron                                      165,000                  165,000         -            -
    Vice President of Marketing

Marcella, Matthew                                130,000                  115,000    15,000            -
    Vice President - Software Development

Devaney, Jeff                                     80,000                   80,000         -            -
    Chief Financial Officer

Safrenek, Ed                                       3,333                    5,000         -            -
    Programmer

Stringer, Matt                                     3,333                    5,000         -            -
    Programmer

Prassad, V.G.                                      3,333                    5,000         -            -
    Programmer

Johns Alter, Renee                                24,833                   37,500         -            -
    Sales Director

Cinello, Tim                                      40,000                   40,000         -            -
    Sales Director

O'Halloran, Tom                                   34,833                   47,500         -            -
    Sales Director

Masella, Peter                                     1,000                    5,000         -            -
    Sales Operations Coordinator

Danto, Evan                                        1,500                    7,500         -            -
    Business Analyst
11
Shares
                                                                                     Beneficially Owned
                                               Shares                               After This Offering(3)
Selling Stockholders and Principal          Beneficially   Shares Covered by This   ----------------------
    Positions with the Company                Owned(1)         Prospectus(2)        Number    Percentage
-----------------------------------------   ------------   ----------------------   -------   ------------
Romano, Robert                                    11,000                   11,000         -            -
    Hardware Technician

Pawson, Richard                                   17,000                   17,000         -            -
    Technical Support

Venkatesh, Sandilya                                  500                    2,500         -            -
    Staff Engineer

Grimaldi, Marianne                                   500                    2,500         -            -
    Testing / Technical Support

Sloan, Steve                                      17,000                   17,000         -            -
    Contract Administrator

Fierro, Bonnie                                     1,333                    2,000         -            -
    Accounting Manager

Sullivan, Linda                                   14,000                   14,000         -            -
    Consultant

Anderson, Judie                                      500                    2,500         -            -
    Controller

Siadat, Barry                                     90,000                   85,000     5,000            -
    Consultant

Bachana, Yitzhak                                  10,000                   10,000         -            -
    Former Director

Damis, Bob                                         6,667                   10,000         -            -
    Consultant

Sarahad, Nadder                                    1,667                    2,500         -            -
    Consultant

Cappuzzello, Carmelo                               1,000                    5,000         -            -
    Sales Director

White, Tom                                         4,000                   40,000         -            -
    Sales Director

Simpson, Heather                                     200                    1,000         -            -
    Executive Assistant

Scott, Richard                                         -                   75,000         -            -
     Senior Vice President of Sales

Park, Harold                                         200                    1,000         -            -
    Customer Support Specialist

Roe, Fredrick                                          -                    5,000         -            -
    Sales Director

Trujillo, Michael                                      -                    2,000         -            -
    Programmer

Chelsey, Collaro                                       -                    1,000         -            -
    Customer Service Representative
12
(1) Each person named in the table has sole voting and investment power with
respect to all common stock listed as owned by that person or entity. Shares
beneficially owned include shares that may be acquired pursuant to options and
warrants exercisable within 60 days of the date of this reoffer prospectus.

(2) Includes all shares registered for the account of each Selling Stockholder
whether or not exercisable within 60 days of the date of this reoffer
prospectus.

(3) Assuming the sale of all shares registered for the account of the Selling
Stockholders whether or not exercisable within 60 days of the date of this
reoffer prospectus.

(4) Ownership percentages are based on 4,146,448 shares of common stock
outstanding as of July 31, 2008. With respect to each person, percentage
ownership is calculated by dividing the number of shares beneficially owned by
such person by the sum of the number of outstanding shares at such date and the
number of shares such person has the right to acquire upon exercise of options
or warrants that are currently exercisable or are exercisable on or before March
9, 2009.

      Unnamed non-affiliates of PASSUR Aerospace, Inc., each of whom may sell up
to the lesser of 1,000 shares of common stock or 1% of the shares of common
stock issuable under the 1999 Plan, may use this reoffer prospectus for reoffers
and resales.

                                       13
PLAN OF DISTRIBUTION

      Shares covered by this Prospectus will be sold by the Selling Stockholders
as principals for their own account. We will not receive any proceeds from sales
of any shares by Selling Stockholders.

      The Selling Stockholders may sell shares pursuant to this Prospectus from
time to time:

            o     in transactions (including one or more block transactions) on
                  the OTC Bulletin Board;

            o     in the public market off the OTC Bulletin Board;

            o     in privately negotiated transactions; or

            o     in a combination of such transactions.

      Each sale may be made either at the market price prevailing at the time of
sale or at a negotiated price. Sales may be made through brokers or to dealers,
and such brokers or dealers may receive compensation in the form of commissions
or discounts not exceeding those customary in similar transactions. Any shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by PASSUR Aerospace, Inc., but all brokerage
commissions and other expenses incurred by a Selling Stockholder will be borne
by that Selling Stockholder.

            The Selling Stockholders and any dealer acting in connection with
the offering or any broker executing a sell order on behalf of a Selling
Stockholder may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of shares by a Selling
Stockholder and any commissions or discounts received by any such broker or
dealer may be deemed to be underwriting compensation under the Securities Act.
In addition, any such broker or dealer may be required to deliver a copy of this
Prospectus to any person who purchases any of the shares from or through such
broker or dealer.

                                       14
LEGAL MATTERS

      Certain legal matters with respect to the validity of the shares of common
stock offered by this reoffer Prospectus will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

                                     EXPERTS

      The consolidated financial statements of the Company and its subsidiaries,
incorporated by reference into this prospectus from the Company's Annual Report
on Form 10-K for the year ended October 31, 2007 have been audited by BDO
Seidman, LLP, an independent registered public accounting firm, as stated in its
report, which is incorporated herein by reference and have been so incorporated
in reliance upon the report of BDO Seidman, LLP, given upon its authority as
experts in auditing and accounting.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file current, quarterly and annual reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these filed documents at the SEC's public reference room
located at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's internet site at
http://www.sec.gov.

      Our website is www.PASSUR.com (which is not intended to be an active
hyperlink in this prospectus). We make available free of charge on our website
our annual reports on Form 10-K and quarterly reports on Form 10-Q. The
information contained on, connected to, or that can be accessed via our website
is not part of this prospectus.

      We have filed with the SEC a Registration Statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. This prospectus, which constitutes a part of that Registration
Statement, does not include all the information contained in that Registration
Statement and its exhibits. For further information with respect to us and our
common stock, you should consult the Registration Statement and its exhibits.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Statements contained in this prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents containing that information. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents filed by
us with the SEC and any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
complete or terminated:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

                                       15
(2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those documents.
You may request copies by writing or telephoning us at our Investor Relations
Department, PASSUR Aerospace, Inc. Corporation, 47 Arch Street, Greenwich, CT
06830; telephone number (203) 622-4086.

                                       16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

      The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by PASSUR Aerospace, Inc. (the "Company") are
incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-K (including the portions of
            the Company's proxy statement incorporated by reference therein) for
            the fiscal year ended October 31, 2007, filed with the Commission on
            January 29, 2008;

      (2)   The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
            ended January 31, 2008, April 30, 2008 and July 31, 2008, filed with
            the Commission on March 17, 2008, June 16, 2008 and September 15,
            2008, respectively;

      (3)   The Company's Current Reports on Form 8-K, filed with the Commission
            on January 17, 2008 and April 22, 2008; and

      (4)   The description of the Company's Common Stock contained in the
            Company's Form 8-A, filed with the Commission on March 4, 1974.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Certain legal matters with respect to the validity of the shares of common
stock offered by this reoffer prospectus will be passed upon for us by
Cadwalader, Wickersham & Taft LLP, New York, New York.

Item 6. Indemnification of Directors and Officers.

      Reference is made to Section 722 of the New York Corporation Law ("BCL")
which provides for indemnification of directors and officers in certain
circumstances.

      Section 722 of the BCL permits indemnification of officers, directors, and
other corporate agents under certain circumstances and subject to certain
limitations. The Company's certificate of incorporation and by-laws provide that
it shall indemnify its directors and officers, and anyone who is or was serving
at the Company's request as a director, officer, member, employee, fiduciary, or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under New York law. These
indemnification provisions may be sufficiently broad to permit indemnification
of its executive officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.

                                       17
The Company maintains directors' and officers' liability insurance against
any actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self dealing.

      For the undertaking with respect to indemnification, see Item 9.

Item 7. Exemption From Registration Claimed.

      With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Company claimed an exemption from registration
under the Securities Act pursuant to Section 4(2) thereof.

Item 8. Exhibits

Exhibit No. Description
----------- -----------

4.1         Form of Certificate of Common Stock 9 incorporated by reference to
            Exhibit 4 (a) of the Company's Registration Statement on Form S-1
            (Registration No. 2-45130).

4.3         The Company's 1999 Stock Incentive Plan (incorporated by reference
            to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on
            April 17, 2006).

*5.1        Opinion of Cadwalader, Wickersham & Taft LLP as to the legality of
            the securities being registered.

*23.1.1     Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit
            5.1 above).

*23.1.2.    Consent of BDO Seidman, LLP, dated as of January 5, 2009.

*24.1       Power of Attorney (included on the signature pages to the
            Registration Statement).

*Filed herewith

Item 9. Undertakings

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective Registration Statement;

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the Registration Statement or
      any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the Registration Statement.

                                       18
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       19
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 9th day of
January, 2009.

                                       PASSUR AEROSPACE, INC.

                                       By: /s/ James T. Barry
                                           -------------------------------------
                                           James T. Barry,
                                           Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James T. Barry and Jeffrey P. Devaney, and
each of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments or supplements to this
Registration Statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite,
necessary and appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto, as fully to all intents and purposes as
he or she might or could do in person, and hereby ratifies and confirms all said
attorneys-in-fact and agents, and each of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature                         Title                    Date

/s/ James T. Barry                   Chief Executive Officer     January 9, 2009
-----------------------------     (Principal Executive Officer)
        James T. Barry                    and Director

/s/ Jeffrey P. Devaney               Chief Financial Officer     January 9, 2009
-----------------------------   (Principal Financial Officer and
      Jeffrey P. Devaney          Principal Accounting Officer)

/s/ G.S. Beckwith Gilbert                Chairman of the         January 9, 2009
-----------------------------          Board of Directors
    G.S. Beckwith Gilbert

/s/ John R. Keller                Executive Vice President and   January 9, 2009
-----------------------------               Director
        John R. Keller

/s/ Bruce N. Whitman                        Director             January 9, 2009
-----------------------------
       Bruce N. Whitman

/s/ Paul L. Graziani                        Director             January 9, 2009
-----------------------------
       Paul L. Graziani

/s/ Richard R. Schilling, Jr.               Director             January 9, 2009
-----------------------------
  Richard R. Schilling, Jr.
/s/ James J. Morgan                         Director             January 9, 2009
-----------------------------
       James J. Morgan
EXHIBIT INDEX

Exhibit No.       Description

4.1               Form of Certificate of Common Stock 9 incorporated by
                  reference to Exhibit 4 (a) of the Company's Registration
                  Statement on Form S-1 (Registration No. 2-45130).

4.3               The Company's 1999 Stock Incentive Plan (incorporated by
                  reference to Exhibit 10.3 of the Company's Current Report on
                  Form 8-K filed on April 17, 2006).

*5.1              Opinion of Cadwalader, Wickersham & Taft LLP as to the
                  legality of the securities being registered.

*23.1.1           Consent of Cadwalader, Wickersham & Taft LLP (included in
                  Exhibit 5.1 above).

*23.1.2.          Consent of BDO Seidman, LLP, dated as of January 5, 2009.

*24.1             Power of Attorney (included on the signature pages to the
                  Registration Statement).

*Filed herewith