U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q - Quarterly or Transitional Report

(Added by 34-30968, eff. 8/13/93, as amended )

(Mark One)

T Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended August 31, 2008

£ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________________ to

Commission file number 0-10035

LESCARDEN INC.

 (Exact name of small business issuer as specified in its charter)

New York	13-2538207
(State or other jurisdiction of	(I.R.S Employer
incorporation or organization)	Identification No.)
420 Lexington Ave. Ste 212, New York	10170
(Address of principle executive office)	(Zip Code)

Issuer’s telephone number  212-687-1050

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes T No £

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding October 10, 2008
Common Stock $.001 par value	30,943,450

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EXPLANATORY NOTE

This abbreviated amendment to the August 31, 2008 10-Q is being filed to include paragraph 5b of Exhibit 31 Certification pursuant to Item 601(b)(31)(i) of Regulation S-K.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LESCARDEN INC.
	(Registrant)
Date: March 31, 2009
	S/William E. Luther
	William E. Luther
	President and
	Chief Executive Officer

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