- Amended Quarterly Report (10-Q/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 2)

[X] Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 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 000-25919

American Church Mortgage Company
(Exact name of registrant as specified in its charter)

 Minnesota 41-1793975
(State or other jurisdiction of
 incorporation or organization) (I.R.S. Employer Identification No.)

10237 Yellow Circle Drive Minnetonka, MN 55343
(Address of principal executive offices) (Zip Code)

(952) 945-9455
(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 the 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 __ Smaller reporting company X
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

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

 Class Outstanding at December 4, 2008
--------------------------------------- ----------------------------------
Common Stock, $0.01 par value per share 2,472,081 shares

Explanatory Note

This Amendment No. 2 on Form 10-Q/A (the "Amendment") to the Quarterly Report on Form 10-Q for the period ended June 30, 2008, which was originally filed with the Securities and Exchange Commission on August 14, 2008 (the "Original Filing"), and which was amended on August 20, 2008 (the "First Amendment"), is being filed solely to refile Exhibit 31.1, which now includes the complete statutory references in paragraph 4 required by Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

Except for the changes described above, this Amendment does not modify or update other disclosures in, or exhibits to, the Original Filing or the First Amendment. The remainder of the Form 10-Q is unchanged and is not reproduced in this filing. This Amendment No. 2 does not reflect events occurring after the original filing date of the Form 10-Q.

AMERICAN CHURCH MORTGAGE COMPANY

INDEX Page

 No.

 PART II. OTHER INFORMATION


Item 6. Exhibits...........................................................2

Signatures..................................................................3




Item 6. Exhibits

Exhibit
Number Title of Document

31.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

Dated: December 5, 2008

AMERICAN CHURCH MORTGAGE COMPANY

By: /s/ Philip J. Myers
Philip J. Myers
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial
and Accounting Officer)

American Church Mortgage (CE) (USOTC:ACMC)
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