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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q/A
AMENDMENT NO. 1

(Mark One)x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2001oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  to


Commission file number: 00-21315

ON COMMAND CORPORATION

(Exact name of registrant as specified in its charter)


State of Delaware
    
    77-0435194(Jurisdiction of incorporation)
    
    (I.R.S. EmployerIdentification No.)


4610 South Ulster Street, 6th Floor
Denver, Colorado 80237
(720) 873-3200
(Address, including zip code, and telephone number,
including area code, of registrants 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 o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act). Yes o No x

The number of shares outstanding of the Registrants Common Stock as of August 1, 2001 was 30,853,641.



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|                                               |                                          |  |  |  |  |  |  | 
|---------------------------------------------- | ---------------------------------------- |  |  |  |  |  |  | 
|PART II OTHER INFORMATION                     
|                                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
|SIGNATURE                                     
|EXHIBIT INDEX                                 
|EX-10.1 Service Agreement                     
|EX-31.1 Rule 13a-14(a)/15d-14(a) Certification
|EX-31.2 Rule 13a-14(a)/15d-14(a) Certification
|EX-32 Section 1350 Certification              



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EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A for the quarterly period ended June
30, 2001 constitutes Amendment No. 1 to the registrants Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2001 (the Form 10-Q) and is
being filed to amend exhibit 10.1 to the Form 10-Q in connection with the
Securities and Exchange Commissions review of the registrants confidential
treatment request relating to portions of such exhibit. Besides disclosing
previously redacted terms of the agreement, there are no other changes to the
Form 10-Q as originally filed.







PART II
OTHER INFORMATION







ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

ExhibitNumber
    
    Description10.1
    
    Service Agreement, dated March 21, 2001, between On Command
Corporation and Marriott International, Inc. (composite version)
(confidential treatment requested)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification.32
    
    Section 1350 Certification.


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SIGNATURE

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.

ON COMMAND CORPORATIONDate: October 24, 2003
    
    By:
    /s/ Christopher
SophinosName:
    Christopher
SophinosTitle:
    President and Chief
Executive Officer


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##### Table of Contents









EXHIBIT INDEX

ExhibitNumber
    
    Description10.1
    
    Service Agreement, dated March 21, 2001, between On Command
Corporation and Marriott International, Inc. (composite version)
(confidential treatment requested)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification.32
    
    Section 1350 Certification.