UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

                          AMENDMENT NO. 2 TO FORM 10-Q

(Mark One)
          (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

          ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT
              For the transition period from ________to____________

                         Commission file number 0-22904
                                                -------

                               PARKERVISION, INC.
             (Exact name of registrant as specified in its charter)

           FLORIDA                                             59-2971472
(State or other jurisdiction of                           I.R.S. Employer ID No.
incorporation or organization)

                               8493 Baymeadows Way
                           Jacksonville, Florida 32256
                                 (904) 737-1367
                    (Address of principal executive offices)

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 an  accelerated  filer (as
defined by rule 12b-2 of the Exchange Act). Yes X  No   .
                                               ---   ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes___ No___.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 5, 2003,  15,245,282  shares of the Issuer's  Common  Stock,  $.01 par
value, were outstanding.



ITEM 4. CONTROLS AND PROCEDURES.

An evaluation of the  effectiveness  of the  Company's  disclosure  controls and
procedures  as of March 31,  2003 was made  under the  supervision  and with the
participation of the Company's management, including the chief executive officer
and chief financial officer.  Based on that evaluation,  they concluded that the
Company's  disclosure controls and procedures are effective as of the end of the
period  covered  by this  report  to  ensure  that  information  required  to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms. As of the end of the period covered by this report, there has been no
significant  change in the Company's  internal control over financial  reporting
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                   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.

                                            ParkerVision, Inc.
                                            Registrant

February 9, 2004                            By: /s/Jeffrey L. Parker
                                                --------------------
                                            Jeffrey L. Parker
                                            Chairman and Chief Executive Officer