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________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

|                                                |  |                                                                                                 
|----------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|(Mark One)                                      |  |                                                                                                 
|                                               
|x                                               |  | ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934    
|For the year ended
    December 31, 2004
    OR
|o                                               |  | TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-30821


TELECOMMUNICATION SYSTEMS, INC.




|                                                                               |  |                                                   
|------------------------------------------------------------------------------ |  | --------------------------------------------------
|Maryland(State or Other
    Jurisdiction of Incorporation or Organization)     |  | 52-1526369(I.R.S. Employer
    Identification No.)
|275 West Street, Annapolis,
    MD(Address of principal
    executive offices) |  | 21401(Zip Code)                                   

(410) 263-7616








x o


o


x o






DOCUMENTS INCORPORATED BY REFERENCE


|         |  |                                         
|-------- |  | ----------------------------------------
|Document |  | Part of 10-K into which
    incorporated
|None     |  | None                                    











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Explanatory Note


Controls and
Procedures.






|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Evaluation of Disclosure Controls and Procedures




Managements Report on Internal Control over Financial
Reporting








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Report of Independent Registered Public Accounting
Firm 

Internal Control Over Financial Reporting

The Board of Directors and Stockholders

of TeleCommunication Systems, Inc.

We have audited managements assessment, included in the
accompanying Managements Report on Internal Control over
Financial Reporting, that TeleCommunication Systems, Inc.
maintained effective internal control over financial reporting
as of December 31, 2004, based on criteria established in
Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). TeleCommunication Systems, Inc.s
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of the
companys internal control over financial reporting based
on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.

A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, managements assessment that
TeleCommunication Systems, Inc. maintained effective internal
control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on the COSO
criteria. Also, in our opinion, TeleCommunication Systems, Inc.
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2004, based on
the COSO criteria.

We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of TeleCommunication Systems, Inc.
as of December 31, 2004 and 2003, and the related
consolidated statements of operations, stockholders
equity, and cash flows for each of the three years in the period
ended December 31, 2004 of TeleCommunication Systems, Inc.
and our report dated March 8, 2005 expressed an unqualified
opinion thereon.



/s/ Ernst & Young LLPBaltimore, Maryland

March 22, 2005



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



TeleCommunication Systems, Inc.

By:
    /s/Maurice B. Tosé*Maurice B. ToséChief Executive Officer, President andChairman of the BoardPursuant 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. The undersigned hereby constitute and appoint
Maurice B. Tosé, Thomas M. Brandt, Jr. and Bruce A.
White, and each of them, their true and lawful agents and
attorneys-in-fact with full power and authority in said agents
and attorneys-in-fact, and in any one or more of them, to sign
for the undersigned and in their respective names as directors
and officers of TeleCommunication Systems, any amendment or
supplement hereto. The undersigned hereby confirm all acts taken
by such agents and attorneys-in-fact, and any one or more of
them, as herein authorized

|                                                                               |  |                                                                                                |  |               
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | --------------
|Name                                                                           |  | Title                                                                                          |  | Date          
|                                                                               |  |                                                                                                |  |               
|/s/
    Maurice B. Tosé*Maurice
    B. Tosé                                    |  | Chief Executive Officer, President
    and Chairman of the Board (Principal Executive Officer) |  | March 23, 2005
|                                                                              
|/s/
    Thomas M.
    Brandt, Jr.Thomas
    M. Brandt, Jr.                     |  | Chief Financial Officer and Senior
    Vice President (Principal Financial Officer)            |  | March 23, 2005
|                                                                              
|/s/
    Clyde A. Heintzelman*Clyde
    A. Heintzelman                          |  | Director                                                                                       |  | March 23, 2005
|                                                                              
|/s/
    Richard A. Kozak*Richard
    A. Kozak                                  |  | Director                                                                                       |  | March 23, 2005
|                                                                              
|/s/
    Weldon H. Latham*Weldon
    H. Latham                                  |  | Director                                                                                       |  | March 23, 2005
|                                                                              
|/s/
    Byron F. Marchant*Byron
    F. Marchant                                |  | Director                                                                                       |  | March 23, 2005
|                                                                              
|*By /s/
    Thomas M. Brandt, Jr.Thomas
    M. Brandt, Jr. as attorney-in-fact |  |                                                                                                |  |               

35



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EXHIBIT INDEX

|        |      |  |             |                                 
|------- | ---- |  | ----------- | --------------------------------
|Exhibit |      |  |            
|Numbers |      |  | Description
|       
|        | 23.1 |  |             | Consent of Ernst & Young
    LLP