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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K/A

(Amendment No. 1)



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number 0-13716



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North Pittsburgh Systems, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Pennsylvania                                                   |  | 25-1485389                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



4008 Gibsonia Road,
Gibsonia, Pennsylvania 15044-9311

(Address of Principal Executive Offices) (Zip Code)



Registrants telephone number, including area code:
724/443-9600



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $.15625 per share

(and associated Preferred Stock Purchase Rights)

(Title of Class)



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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.x



The
number of shares of the registrants Common Stock (par value $.15625 per share) outstanding as of March 14, 2005 was 15,005,000.



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



Based on the average of the bid and asked prices at the close of the market on June 30, 2004,
the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was $269,937,000. For purpose of making this calculation only, the
registrant has defined affiliates to include all directors and officers (who directly or beneficially owned as a group 1,498,005 shares of Common Stock on June 30, 2004).



DOCUMENTS INCORPORATED BY REFERENCE



None.



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Explanatory Note



This amendment to the Annual Report on Form 10-K for North Pittsburgh Systems, Inc. (the Company) for the fiscal year ended December 31, 2004 (Form
10-K/A) is being filed to include managements annual report on internal control over financial reporting required by Item 308(a) of Regulation S-K and the related attestation report of the registered public accounting firm required by Item
308(b) of Regulation S-K. As permitted by the Order of the Securities and Exchange Commission promulgated on November 30, 2004 in Securities and Exchange Act of 1934 Release No. 50754, the initial filing of the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2004 (Original Filing), filed on March 16, 2005, did not include these items.



This amendment is specifically intended to make only the following changes to the Companys Original Filing:



| | 1) | to amend and restate Part II Item 9A to include Managements Report on Internal Control over Financial Reporting and the related Report of Independent Registered Public
Accounting Firm;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | to update the requisite Section 302 certifications and the signature page to reflect, and to provide the new 18 U.S.C. Section 1350 certifications required with, the filing of this
amendment; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | to modify the list of exhibits to the extent only of listing the updated Section 302 and 18 U.S.C. Section 1350 certifications attached to this Form 10-K/A.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



Except for the amendments described above, this
Form 10-K/A does not modify or update any other disclosures in, or exhibits to, the Original Filing.



PART II



Item
9A. Controls and Procedures



(a) Evaluation of Disclosure Controls and
Procedures



Under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial and Accounting Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and
procedures as of the end of the period covered by this report, and, based on their evaluation, the Chief Executive Officer and Chief Financial and Accounting Officer concluded that these disclosure controls and procedures are effective.



(b) Managements Report on Internal Control over Financial Reporting



Management is responsible for establishing and
maintaining adequate internal control over financial reporting and for performing an assessment of the effectiveness of internal control over financial reporting. 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.



Because of inherent limitations, internal control over financial reporting cannot provide absolute assurance that financial
reporting objectives will be achieved. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions and that the degree of compliance with
the policies or procedures may deteriorate.



Management
performed an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2004 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Based on such assessment, management determined that the Companys internal control over financial reporting was effective as of December 31, 2004 based on those criteria.



KPMG LLP, the independent registered public accounting firm that audited the
financial statements included in the Original Filing, has issued an attestation report on managements assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, which report is
included herein under Item 9A(d).



(c) Evaluation of Changes in Internal
Control Over Financial Reporting



There was no change in
the Companys internal control over financial reporting that occurred during the Companys last fiscal quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.



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(d) Report of Independent Registered Public Accounting Firm



The Board of Directors

North Pittsburgh Systems, Inc.:



We have audited managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting (Item 9A(b)), that North Pittsburgh Systems, Inc. (the Company) 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 (COSO). North Pittsburgh 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 North Pittsburgh Systems,
Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, North Pittsburgh Systems, Inc. maintained, in all material respects, 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 (COSO).



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets
of North Pittsburgh Systems, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period
ended December 31, 2004, and our report dated March 4, 2005 expressed an unqualified opinion on those consolidated financial statements.



/s/ KPMG LLP



Pittsburgh, Pennsylvania

April 25, 2005



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PART IV



Item 15. Exhibits and Financial Statement Schedules



| | (a) | The following documents of the Registrant and its subsidiaries are filed as part of this amendment to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2004:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits
| | -- | --------



|            |  |                                                                                                                                                                                                |  |                
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|Exhibit No. |  | Subject                                                                                                                                                                                        |  | Applicability  
|(31.1)      |  | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                               |  | Attached Hereto
|            |  |                                                                                                                                                                                               
|(31.2)      |  | Certification of Vice President, Treasurer and Chief Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Attached Hereto
|            |  |                                                                                                                                                                                               
|(32.1)      |  | Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                |  | Attached Hereto
|            |  |                                                                                                                                                                                               
|(32.2)      |  | Certification of Vice President, Treasurer and Chief Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |  | Attached Hereto



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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 caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.



|                     |  |                                |  |                                       
|-------------------- |  | ------------------------------ |  | --------------------------------------
|Date: April 29, 2005 |  | NORTH PITTSBURGH SYSTEMS, INC.
|                     |  |                               
|                     |  | By:                            |  | /s/ Allen P. Kimble                   
|                     |  |                                |  | Allen P. Kimble                       
|                     |  |                                |  | Vice President, Treasurer and         
|                     |  |                                |  | Chief Financial and Accounting Officer



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