UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended

June 30, 2008

Commission File Number

0-17187

LOGIC Devices Incorporated

(Exact name of registrant as specified in its charter)

California

94-2893789

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1375 Geneva Drive, Sunnyvale, California 94089

(Address of principal executive offices)

(Zip Code)

(408) 542-5400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

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. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer X

(Do not check if a Smaller Reporting Company)

Smaller reporting company

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date. On August 7, 2008, 6,814,438 shares of Common Stock, without par value, were issued and outstanding.

LOGIC Devices Incorporated

INDEX

			Page
			Number
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Balance Sheets as of June 30, 2008 and September 30, 2007	3
		Condensed Statements of Operations for the quarters ended June 30, 2008 and 2007	4
		Condensed Statements of Operations for the nine months ended June 30, 2008 and 2007	5
		Condensed Statements of Cash Flows for the nine months ended June 30, 2008 and 2007	6
		Notes to Condensed Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		9
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		11
	Item 4. Controls and Procedures		11
Part II. Other Information
	Item 1. Legal Proceedings		11
	Item 1A. Risk Factors		12
	Item 6. Exhibits		12
Signatures			13

Part I - Financial Information

Item 1. Financial Statements

Condensed Balance Sheets

				June 30,		September 30,
				2008		2007
				(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	703,100	$	884,000
	Investment in available-for-sale securities			-		1,061,900
	Accounts receivable			424,400		681,300
	Inventories			2,311,400		4,388,700
	Prepaid expenses and other current assets			238,500		186,500
			Total current assets	3,677,400		7,202,400

Property and equipment, net				912,700		1,038,800
Investment in available-for-sale securities				955,100		-
Other assets, net				22,100		22,100
				$	5,567,300	$	8,263,300
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Accounts payable			$	32,100	$	30,100
	Accrued payroll and vacation			148,900		119,900
	Accrued commissions			8,100		25,000
	Other accrued expenses			22,300		70,500
			Total current liabilities	211,400		245,500
Deferred rent				20,900		2,100
			Total liabilities	232,300		247,600
Commitments and contingencies
Shareholders' equity:
	Preferred stock, no par value; 1,000,000 shares authorized;
		5,000 designated as Series A, 0 shares issued and outstanding		-		-
		70,000 designated as Series B, 0 shares issued and outstanding		-		-
	Common stock, no par value; 10,000,000 shares authorized;
		6,814,438 and 6,812,938 shares issued and outstanding		18,543,200		18,541,300
	Additional paid-in capital			150,800		142,200
	Comprehensive loss			(19,900)		-
	Accumulated deficit			(13,339,100)		(10,667,800)
			Total shareholders' equity	5,335,000		8,015,700
				$	5,567,300	$	8,263,300
			See accompanying Notes to Condensed Financial Statements.

Condensed Statements of Operations

(unaudited)

				For the quarter ended June 30,
				2008		2007
Net revenues				$	728,700	$	1,106,800
Cost of revenues				1,151,900		1,409,800
			Gross margin	(423,200)		(303,000)
Operating expenses:
	Research and development			390,200		706,200
	Selling, general and administrative			314,700		437,600
		Total operating expenses		704,900		1,143,800
			Operating loss	(1,128,100)		(1,446,800)
Interest income				12,100		19,200
			Loss before provision for income taxes	(1,116,000)		(1,427,600)
Provision for income taxes				800		-
			Net loss	$	(1,116,800)	$	(1,427,600)
Basic and diluted loss per common share				$	(0.16)	$	(0.21)
Basic and diluted weighted average common shares outstanding				6,814,438		6,797,938
			See accompanying Notes to Condensed Financial Statements.

Condensed Statements of Operations

(unaudited)

				For the nine months ended June 30,
				2008		2007
Net revenues				$	2,562,600	$	3,727,700
Cost of revenues				2,908,100		2,547,500
			Gross margin	(345,500)		1,180,200
Operating expenses:
	Research and development			1,113,000		1,387,900
	Selling, general and administrative			1,128,000		1,179,800
		Total operating expenses		2,241,000		2,567,700
			Operating loss	(2,586,500)		(1,387,500)
Interest and other income, net
	Interest income			45,900		55,000
	Other (expense) income			(129,900)		1,000
			Interest and other income, net	(84,000)		56,000
			Loss before provision for income taxes	(2,670,500)		(1,331,500)
Provision for income taxes				800		800
			Net loss	$	(2,671,300)	$	(1,332,300)
Basic and diluted loss per common share				$	(0.39)	$	(0.19)
Basic and diluted weighted average common shares outstanding				6,814,271		6,793,855
			See accompanying Notes to Condensed Financial Statements.

Condensed Statements of Cash Flows

(unaudited)

					For the nine months ended June 30,
					2008		2007
Cash flows from operating activities:
	Net loss				$	(2,671,300)	$	(1,332,300)
	Adjustments to reconcile net loss to net cash used in
		operating activities:
		Depreciation			225,500		240,700
		Write-down of inventory			1,911,000		1,085,800
		Deferred rent			18,800		(14,800)
		Write-off of capitalized software development costs			-		400,200
		Loss on disposal of capital equipment			129,900		-
		Stock-based compensation			8,600		18,800
		Changes in current assets and liabilities:
			Accounts receivable		256,900		59,900
			Inventory		166,300		(21,700)
			Prepaid expenses and other current assets		(52,000)		(143,800)
			Accounts payable		2,000		(100,600)
			Accrued payroll and vacation		29,000		4,000
			Accrued commissions		(16,900)		(8,200)
			Other accrued expenses		(48,200)		25,700
				Net cash used in operating activities	(40,400)		(213,700)
Cash flows from investing activities:
	Purchases of available-for-sale securities				(25,000)		(539,800)
	Sales of available-for-sale securities				112,000		-
	Capital expenditures				(229,400)		(199,600)
	Other assets				-		(22,500)
				Net cash used in investing activities	(142,400)		(761,900)
Cash flows from financing activities:
	Exercise of director stock options				-		47,400
	Exercise of employee stock options				1,900		7,600
				Net cash provided by financing activities	1,900		55,000
Net decrease in cash and cash equivalents					(180,900)		(493,200)
Cash and cash equivalents, beginning					884,000		1,478,100
Cash and cash equivalents, ending					$	703,100	$	984,900
				See accompanying Notes to Condensed Financial Statements.

LOGIC Devices Incorporated

Notes to Condensed Financial Statements

(unaudited)

1. Basis of Presentation

The accompanying unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows of LOGIC Devices Incorporated (the Company) for the periods indicated.

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions for Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows for the Company, in conformity with accounting principles generally accepted in the United States of America. The Company has filed audited financial statements that include all information and footnotes necessary for such a presentation of the financial position, results of operations, and cash flows for the fiscal years ended September 30, 2007 and 2006, with the Securities and Exchange Commission. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the aforementioned audited financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments (consisting of normal and recurring accruals) necessary to make the results of operations for the interim periods a fair statement of such operations. The results of operations for the interim period ended June 30, 2008 are not necessarily indicative of the results to be expected for the full fiscal year to end September 30, 2008.

2. Inventories

A summary of inventories follows:

	June 30,		September 30,
	2008		2007

Raw materials	$	156,500	$	636,700
Work-in-process	539,100		889,000
Finished goods	1,615,800		2,863,000
	$	2,311,400	$	4,388,700

3. Investment in Available-for-Sale Securities

Since May 2006, the Company has had approximately $1 million of auction rate securities (ARS) classified as a short-term investment in available-for-sale securities, which paid a monthly average of $4,000 of dividends and interest. Historically, these securities were considered cash alternatives that were risk averse and highly liquid. Beginning in February 2008, the auctions began to fail and through June 2008 no secondary market has developed. Accordingly, ARS are no longer considered cash alternatives and currently lack liquidity. While there is no current market for the ARS, the underlying issuers must continue to pay the interest and dividends when due. Due to the current lack of liquidity, the Company has reclassified the ARS to a long-term investment in available-for-sale securities.

As the ARS market is still in flux and there is still an expectation for a recovery, the Company believes the unrealized loss from these ARS is temporary. Per Financial Accounting Standards Board (FASB) Statement No. 115 (FAS 115), unrealized gains and losses on available-for-sale securities are included as other comprehensive income (loss) within shareholders' equity. Accordingly, the Company has included the unrealized loss of $19,900 as of June 30, 2008 as part of its shareholders' equity.

4. Shareholders' Equity

The Company has issued and may issue common stock options to its employees, certain consultants, and its nonemployee board members. Effective January 1, 2006, the Company adopted FASB Statement No. 123 (revised 2004) (FAS 123(R)), Share-Based Payments. FAS 123(R) requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments, such as stock options granted to board members. The Company elected to apply FAS 123(R) with a modified prospective method. Under this method, the Company is required to record compensation expense for newly granted options and (as previous awards continue to vest) for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Additionally, the financial statements for the interim periods and fiscal years prior to adoption of FAS 123(R) do not reflect any adjusted amounts.

5. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the net incremental shares that would be issued if dilutive outstanding stock options were exercised, using the treasury stock method. In the case of a net loss, no incremental shares would be issued becase they are antidilutive. Stock options with exercise prices above the average market price during the period are also antidilutive.

There were 341,250 and 360,500 common stock options outstanding at June 30, 2008 and 2007, respectively. These options were not considered in calculating the diluted loss per share as their effect would have been antidilutive. As a result, for the quarter and nine months ended June 30, 2008 and 2007, the Company's basic and diluted loss per share are the same.

6. Adoption of FIN 48

The Company adopted the provisions of FIN 48 in October 2007. As of the date of adoption, the Company had no unrecognized income tax benefits. Accordingly, the annual effective tax rate will not be affected by the adoption of FIN 48. Unrecognized income tax benefits are not expected to increase or decrease within the next 12 months as a result of the anticipated lapse of an applicable statute of limitations. Interest and penalties related to unrecognized income tax benefits will be accrued in interest expense and operating expense, respectively. The Company has no accrued interest or penalties as of the date of adoption because they are not applicable.

The Company may be audited by applicable federal and California taxing authorities. However, because the Company had net operating losses and credits carried forward in these jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Reported financial results may not be indicative of the financial results of future periods. All non-historical information contained in the following discussion constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as "anticipates, appears, expects, intends, hopes, plans, believes, seeks, estimates, may, will," and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve a number of risks and uncertainties, including but not limited to operating results, new product introductions and sales, competitive conditions, customer demand, capital expenditures and resources, manufacturing capacity utilization, and intellectual property claims and defense. Factors that could cause actual results to differ materially are included in, but not limited to, those identified in "Item 1A - Risk Factors" in the Annual Report on Form 10-K for our fiscal year ended September 30, 2007 and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in such Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may reflect events or circumstances after the date of this report.

Results of Operations

Revenues

For the quarter and nine months ended June 30, 2008, our net revenues decreased by $378,200 (34%) and $1,165,100 (31%), respectively, compared to the same periods of fiscal 2007. These decreases were primarily the result of the revenues from the digital cinema project being in a catch-up building phase in fiscal 2007, while there have also been some delays of sales of these parts in fiscal 2008 due to a transition to a new contract manufacturer by Texas Instruments. Additional decreases are the result of further deterioration of the revenue contributions from our older product offerings.

Expenses

Our cost of revenues for the quarter ended June 30, 2008 decreased $257,900 (18%) compared to the same quarter of fiscal 2007. This decrease is the result of the sales of items previously written down to zero-value in 2008 being 36% of net revenues compared to only 1% of net revenues in the 2007 quarter. Our quarterly cost of revenues for fiscal 2008 included $790,400 of inventory write-downs, compared to inventory write-downs of $775,000 in the same quarter of fiscal 2007.Our cost of revenues for the nine months ended June 30, 2008 increased by $360,600 (14%) compared to the same period of fiscal 2007 as a result of additional total write-downs of inventory of $1,911,000 in fiscal 2008 compared to $1,085,800 in the same nine months of fiscal 2007.

Research and development (R&D) expenditures for the quarter and nine months ended June 30, 2008 decreased by $316,000 (45%) and $274,900 (20%), respectively, compared to the same periods of fiscal 2007. The 2007 periods included a write-off of $400,200 of capitalized software development costs. As the development of new products is key to future growth, R&D expenses are expected to continue at the current level.

Selling, general, and administrative expenditures for the quarter and nine months ended June 30, 2008 decreased by $122,900 (28%) and $51,800 (4%), respectively, compared to the same periods of fiscal 2007. Certain prepaid expenses were expensed during fiscal 2007 that did not recur in fiscal 2008.

For the quarter and nine months ended June 30, 2008, interest income decreased by $7,000 (36%) and $9,100 (17%), respectively, compared to the same periods of fiscal 2007. This small decrease is the result of lower cash balances and the reduction of our investment in available-for-sale securities. During the nine months ended June 30, 2008, we wrote off $129,900 of capital equipment no longer in use.

As a result of the write-off of capitalized software development costs and virtually no sales of zero-value items in fiscal 2007, our quarterly net loss decreased from $1,427,600 in fiscal 2007 to $1,116,800 in fiscal 2008. However, our decrease in revenues coupled with write-downs of inventory in the nine months ended June 30, 2008 resulted in the nine-month period's net loss increasing from $1,332,300 in fiscal 2007 to $2,671,300 in fiscal 2008.

Liquidity and Capital Resources

Cash Flows

Although we had a net loss of $2,671,300 for the nine months ended June 30, 2008, we used net cash of only $40,400, primarily because the net loss included inventory write-downs totaling $1,911,000 and a loss on the disposal of capital equipment no longer in use totaling $129,900. Both these items contributed to the net loss but did not affect cash. In addition, we produced cash from the collection of accounts receivable aggregating $256,900 and from the sale of existing inventory aggregating $166,300. During the nine months ended June 30, 2008, we also spent $229,400 on capital equipment.

While we had a net loss of $1,332,300 for the nine months ended June 30, 2007, we produced net cash from operations of $213,700 during the period, mainly from the collection of accounts receivable. During this 2007 period, we wrote off or established additional reserves for inventory of $1,085,800 and wrote-off $400,200 of capitalized software development costs, both of which increased the net loss but did not affect cash flows. We used $539,800 and $199,600 for the purchase of available-for-sale securities and capital expenditures, respectively. We also received $55,000 from the exercise of previously issued common stock options during the nine-month period.

Working Capital

Historically, due to order scheduling by our customers, up to 80% of our quarterly revenues are often shipped in the last month of the quarter, so a large portion of shipments included in our quarter-end accounts receivable are not yet due per our net 30 day terms. As a result, quarter-end accounts receivable balances are typically at their highest level for the respective period.

As a fabless semiconductor company with products having longer than normal product life cycles, our investment in inventories has been, and will continue to be, significant. Although high levels of inventory impact liquidity, we believe these costs are a less costly alternative to owning a wafer fabrication facility. Over the past few years, we have attempted to streamline our product offerings, in turn reducing our inventory levels, and we will continue this effort in the upcoming periods.

During fiscal 2007, we reduced our inventory by 16%, or $851,000, and have reduced our inventory by an additional 47%, or $2,077,300, during the nine months of fiscal 2008. A significant portion of this reduction in fiscal 2008 is from the write-down of $1,911,000 of inventory for obsolete or slow-moving product lines. We establish a valuation allowance or provide write-offs against inventory through periodic reviews of inventories on-hand, including lower-of-cost-or-market and excess analyses.

Financing

While we will continue to evaluate future debt and equity financing opportunities, we believe the cost reductions implemented in the past few years have resulted in the cash flow generated from operations providing an adequate base of liquidity to fund future operating and capital needs. Based on the fact that, as of August 7, 2008, we hold approximately $750,000 in cash and cash equivalents and our anticipated cash usage for operations is approximately equal to or less than our current revenue rate, we believe we can cover our cash operating expenses using future revenues, while saving current cash reserves for future capital expenditures, such as mask tooling for new products.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides guidance for using fair value to measure assets and liabilities. The pronouncement clarifies (1) the extent to which companies measure assets and liabilities at fair value; (2) the information used to measure fair value; and (3) the effect that fair value measurements have on earnings. SFAS No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact this statement will have on our financial statements, if any.

In September 2006, the SEC staff published Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses quantifying the financial statement effects of misstatements and considering the effects of prior year uncorrected errors on the statements of operations as well as the balance sheets. SAB No. 108 does not change the requirements under SAB No. 99 regarding qualitative considerations in assessing the materiality of misstatements. We adopted SAB No. 108 during the third quarter of fiscal year 2007, and the adoption had no impact on our results of operations or financial condition as of and for the fiscal year ended September 30, 2007 or the nine months ended June 30, 2008.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact this statement will have on our financial statements, if any.

In December 2007, the FASB issued SFAS 141R, Business Combinations, and SFAS 160, Business Combinations and Noncontrolling Interests (SFAS 141R and SFAS 160, respectively). FAS 141R and FAS 160 are effective for fiscal years beginning after December 15, 2008. FAS 141R changes the definitions of a business and a business combination, and will result in more transactions recorded as business combinations. Certain acquired contingencies will be recorded initially at fair value on the acquisition date, transaction and restructuring costs generally will be expensed as incurred and in partial acquisitions companies generally will record 100% of the assets and liabilities at fair value, including goodwill. We do not expect these pronouncements to have an effect on our financial statements unless we enter a business combination.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier's domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.

Item 4. Controls and Procedures

Based upon an evaluation as of June 30, 2008, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2008 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we receive demands from various parties asserting patent or other claims in the ordinary course of business. These demands are often not based on any specific knowledge of our products or operations. Because of the uncertainties inherent in litigation, the outcome of any such claim, including simply the cost of a successful defense against such a claim, could have a material adverse impact on us.

Item 1A. Risk Factors

Since May 2006, the Company has had approximately $1 million of auction rate securities (ARS) classified as a short-term investment in available-for-sale securities, which paid a monthly average of $4,000 of dividends and interest. Historically, these securities were considered cash alternatives that were risk averse and highly liquid. Beginning in February 2008, the auctions began to fail and through June 2008 no secondary market has developed. Accordingly, ARS are no longer considered cash alternatives and currently lack liquidity. While there is no current market for the ARS, the underlying issuers must continue to pay the interest and dividends when due. Due to the current lack of liquidity of these securities, the Company has reclassified the ARS to a long-term investment in available-for-sale securities. There is no guarantee the Company will be able to liquidate these ARS in the future, which could impact the Company's financial condition and future operations.

There are no other material changes to the risk factors disclosed in our Form 10-K filed with SEC on December 21, 2007 for the fiscal year ended September 30, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The Index to Exhibits appears at Page 14 of this report on Form 10-Q.

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.

	LOGIC Devices Incorporated (Registrant)

Date: August 7, 2008	By: /s/ William J. Volz William J. Volz President and Chief Executive Officer (Principal Executive Officer)

Date: August 7, 2008	By: /s/ Kimiko Milheim Kimiko Milheim Chief Financial Officer (Principal Finance and Accounting Officer)

INDEX TO EXHIBITS

Exhibit No.			Description

3.1			Articles of Incorporation, as amended in 1988. [3.1] (1)92
3.2			Bylaws, as amended and restated effective March 8, 2007. [3.2] (2)
10.1			Real Estate lease regarding Registrant's Sunnyvale, California facilities. [99.1] (3)
10.2			Amended and Restated LOGIC Devices Incorporated 1998 Director Stock Incentive Plan, as amended.
10.3			LOGIC Devices Incorporated 2007 Employee Stock Incentive Plan.
10.4			Registration Rights Agreement dated October 3, 1998 between William J. Volz, BRT Partnership, and Registrant. [10.19] (4)
31.1			Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14.
31.2			Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14.
32.1			Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.


[ ]			Exhibits so marked have been previously filed with the Securities and Exchange Commission (SEC) as exhibits to the filings shown below under the exhibit numbers indicated following the respective document description and are incorporated herein by reference.
(1)			Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004, as filed with the SEC on January 26, 2005.
(2)			Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, as filed with the SEC on May 15, 2007.
(3)			Current Report on Form 8-K, as filed with the SEC on August 7, 2007.
(4)			Annual Report on Form 10-K for the transition period from January 1, 1998 to September 30, 1998, as filed with the SEC on January 13, 1999.

1.	I have reviewed this quarterly report on Form 10-Q of LOGIC Devices Incorporated (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2008			/s/ William J. Volz
			William J. Volz President and Principal Executive Officer

1.	I have reviewed this quarterly report on Form 10-Q of LOGIC Devices Incorporated (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 7, 2008			/s/ Kimiko Milheim
			Kimiko Milheim Chief Financial Officer and Principal Financial and Accounting Officer

1.	the Quarterly Report on Form 10-Q of the Company, to which this certification is attached as an exhibit (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2008		/s/ William J. Volz
		William J. Volz President and Principal Executive Officer
Date: August 7, 2008		/s/ Kimiko Milheim
		Kimiko Milheim Chief Financial Officer and Principal Financial and Accounting Officer

Certification

Certification

Exhibit 32.1

Certifications of