SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)


                                   STRASBAUGH
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, no par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   86260A 101
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2007
- --------------------------------------------------------------------------------
             (Date of Event Which Required Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         | | Rule 13d-1(b)

         | | Rule 13d-1(c)

         |X| Rule 13d-1(d)

- ---------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).


                                Page 1 of 6 Pages


CUSIP NO. 86260A 101               SCHEDULE 13G                      Page 2 of 6

- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Lloyd I. Miller, III
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) | |
                                                                     (b) | |
- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
- --------------------------------------------------------------------------------
                              5           SOLE VOTING POWER
                                               2,308,197 (1)
     NUMBER OF
       SHARES             ------------------------------------------------------
    BENEFICIALLY              6           SHARED VOTING POWER
      OWNED BY                                1,331 (2)
       EACH
     REPORTING            ------------------------------------------------------
      PERSON                  7           SOLE DISPOSITIVE POWER
       WITH                                   2,308,197 (1)

                          ------------------------------------------------------
                              8           SHARED DISPOSITIVE POWER
                                              1,331 (2)

- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              2,309,528

- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   | |


- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
              14.0% (3)
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*

     IN and IA
- --------------------------------------------------------------------------------

(1)    Includes 2,045 shares of outstanding common stock, 1,000,000 shares
       underlying Series A Cumulative Redeemable Convertible Preferred Stock, or
       Series A Preferred Stock, and 150,000 shares underlying Warrants held
       directly by Lloyd I. Miller, III. Also includes 5,629 shares of
       outstanding common stock, 1,000,000 shares underlying Series A Preferred
       Stock and 150,000 shares underlying Warrants held directly by Milfam II
       L.P. Mr. Miller has the power, as the manager of a limited liability
       company that acts as the general partner to Milfam II L.P., to vote or
       dispose of the shares beneficially held by Milfam II L.P. Also includes
       the following shares of common stock over which Mr. Miller has the sole
       power to vote or dispose of: 109 shares held by the Catherine C. Miller -
       Irrevocable Trust Agreement; 109 shares held by the Kimberly S. Miller -
       Irrevocable Trust Agreement; 48 shares held by Milfam LLC; 48 shares held
       by Lloyd I. Miller, IV and 209 shares held by Alexandra B. Miller.


CUSIP NO. 86260A 101               SCHEDULE 13G                      Page 3 of 6


(2)    Represents the following shares of common stock over which Mr. Miller has
       shared power to vote or dispose of: 622 shares held by the Trust A-4 -
       Lloyd I. Miller; 661 shares held by Trust C - Lloyd I. Miller and 48
       shares held by the Lloyd Crider - Irrevocable Trust Agreement.

(3)    Calculated based on 14,201,587 shares outstanding as of June 30, 2008.
       Beneficial ownership is determined in accordance with the rules of the
       Securities and Exchange Commission, and includes voting or investment
       power with respect to the securities. All shares of common stock
       underlying derivative securities, if any, that are currently exercisable
       or convertible or are scheduled to become exercisable or convertible for
       or into shares of common stock within 60 days after the date of the table
       are deemed to be outstanding for the purpose of calculating the
       percentage ownership of each listed person or group but are not deemed to
       be outstanding as to any other person or group.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP NO. 86260A 101               SCHEDULE 13G                      Page 4 of 6

Item 1.

     (a)  Name of Issuer:

          Strasbaugh

     (b)  Address of Issuer's Principal Executive Offices:

          825 Buckley Road

          San Luis Obispo, California 93401

Item 2.

     (a)  Name of Person Filing:

          Lloyd I. Miller, III

     (b)  Address of Principal Business Office or, if none, Residence:

          4550 Gordon Drive

          Naples, Florida 34102

     (c)  Citizenship:

          United States of America

     (d)  Title of Class of Securities:

          Common Stock, no par value

     (e)  CUSIP Number:

          86260A 101

Item 3.   If This Statement is Filed  Pursuant to Rule 13d-1(b),  or 13d-2(b) or
          (c), Check Whether the Person Filing is a:

          Not applicable.

Item 4.   Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned: 2,309,528.

     (b)  Percent of class: 14.0%.



CUSIP NO. 86260A 101               SCHEDULE 13G                      Page 5 of 6


     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote: 2,308,197.

          (ii) Shared power to vote or to direct the vote: 1,331.

          (iii) Sole power to dispose or to direct the disposition of:
               2,308,197.

          (iv) Shared power to dispose or to direct the disposition of: 1,331.

Item 5.   Ownership of Five Percent or Less of a Class.

          Not Applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

     Other persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on by the Parent Holding Company or Control
          Person.

          Not. Applicable.

Item 8.   Identification and Classification of Members of the Group.

          Not Applicable.

Item 9.   Notice of Dissolution of Group.

          Not Applicable.

Item 10.  Certification.

          Not Applicable.


                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                              August 7, 2008
                                         ------------------------
                                                  (Date)

                                         /S/ LLOYD I. MILLER, III
                                         ------------------------
                                               (Signature)

                                          Lloyd I. Miller, III
                                         ------------------------
                                              (Name/Title)



CUSIP NO. 86260A 101               SCHEDULE 13G                      Page 6 of 6


     The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

     NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties for whom copies are to be sent.

     Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).