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SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549    FORM 10-K/A
Amendment No. 2  (Mark One)[X]
        ANNUAL REPORT PURSUANT TO SECTION 13
          OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the year ended December 31,
          2003OR[ ]
        TRANSITION REPORT PURSUANT TO SECTION
          13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-30821 TELECOMMUNICATION SYSTEMS, INC.(Exact name of registrant as specified in its charter) Maryland
        
        52-1526369(State or Other Jurisdiction of Incorporation
          or Organization
        
        (I.R.S. Employer Identification No.)275 West Street, Annapolis, MD
        
        21401(Address of principal executive offices)
        
        (Zip Code)
 (410) 263-7616
(Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Class A common
stock, par value $0.01 per share 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer, as
defined by Securities Exchange Act Rule 12 b-2: Yes [ ] No [ X ] As of June 30, 2003, the aggregate market value of the Class A common
stock held by non-affiliates, as reported on the NASDAQ National Market, was
approximately $36,176,088.* As of January 31, 2004 there were 23,833,724 shares of Class A common
stock and 9,232,918 shares of Class B common stock outstanding. * Excludes 3,507,613 shares
    of Class A common stock deemed to be held by officers and directors and
    stockholders whose ownership exceeds ten percent of the shares outstanding
    at June 30, 2003. Exclusion of shares held by any person should not be
    construed to indicate that such person possess the power, direct or indirect,
    to direct or cause the direction of the management or policies of the registrant,
    or that such person is controlled by or under common control with the registrant. DOCUMENTS INCORPORATED BY REFERENCE None.




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Explanatory Note This Amendment No. 2 on Form 10-K/A (the Amendment) is being filed to
amend the certifications attached as exhibits 31.1 and 31.2 to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed
on February 24, 2004, as amended by Amendment No. 1 filed on February 27, 2004
(the Annual Report). This Amendment No. 2 amends and restates Exhibits 31.1
and 31.2 in their entireties. This Amendment does not otherwise alter or amend
any exhibits to or disclosures set forth in the Annual Report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized. TeleCommunication
            Systems, Inc.By: /s/             MAURICE
            B. TOSÉMaurice B. ToséChief
          Executive Officer, President and
          Chairman of the Board
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Name
        
        Title
        
        Date/s/ MAURICE B TOSÉ 
          Maurice B. Tosé
        
        Chief Executive Officer,
            President
            and Chairman of the Board
            (Principal Executive Officer)
        
        March 8, 2004/s/ THOMAS M. BRANDT, JR.
          Thomas M. Brandt, Jr.
        
        Chief Financial Officer and Senior
          Vice President (Principal Financial Officer)
        
        March 8, 2004*
          Clyde A. Heintzelman
        
        Director
        
        March 8, 2004*
          Richard A. Kozak
        
        Director
        
        March 8, 2004*
          Weldon H. Latham
        
        Director
        
        March 8, 2004*
          Byron F. Marchant
        
        Director
        
        March 8, 2004
  *
    
    By Maurice B. Tosé as attorney-in-fact 2






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EXHIBIT INDEX

ExhibitNumbers
        
        Description10.48

      *
        Restricted stock award certificate to Mr. Thomas
          M. Brandt, Jr.10.49

      *
        Restricted stock award certificate to Mr. Thomas
          M. Brandt, Jr.10.50

      *
        Restricted stock award certificate to Mr. Clyde
          A. Heintzelman.10.51

      *
        Restricted stock award certificate to Mr. Richard
          A. Kozak.10.52

      *
        Restricted stock award certificate to Mr. Weldon
          H. Latham.10.53

      *
        Restricted stock award certificate to Mr. Timothy
          J. Lorello.10.54

      *
        Restricted stock award certificate to Mr. Timothy
          J. Lorello.10.55

      *
        Restricted stock award certificate to Mr. Byron
          F. Marchant.10.56

      *
        Restricted stock award certificate to Mr. Drew
          A. Morin.10.57

      *
        Restricted stock award certificate to Mr. Drew
          A. Morin.10.58

      *
        Restricted stock award certificate to Mr. Maurice
          B. Tosé.10.59

      *
        Restricted stock award certificate to Mr. Maurice
          B. Tosé.10.60

      *
        Restricted stock award certificate to Mr. Kevin
          M. Webb.10.61

      *
        Restricted stock award certificate to Mr. Kevin
          M. Webb.10.62

      *
        Restricted stock award certificate to Mr. Richard
          A. Young.10.63

      *
        Restricted stock award certificate to Mr. Richard
          A. Young.23.1

      *
        Consent of Ernst & Young LLP31.1
        
        Certification pursuant to 18 U.S.C. Section 1350,
          as adoptedpursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.31.2
        
        Certification pursuant to 18 U.S.C. Section 1350,
          as adoptedpursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.32.1
        
        Certification pursuant to 18 U.S.C. Section 1350,
          as adoptedpursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.32.2
        
        Certification pursuant to 18 U.S.C. Section 1350,
          as adoptedpursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.99.01

      *
        Risk Factors Affecting Our Business and
          Future Results




|* |  | Previously filed as an exhibit to the Companys Annual Report on Form
10-K for the year ended December 31, 2003 (File No. 000-30821).
|- |  | -------------------------------------------------------------------------------------------------------------------------------------

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