UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)

ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
year ended September 30, 2004

Commission File
Number 000-24248

AMERICAN
TECHNOLOGY CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization | 87-0361799(I.R.S. Employer Identification Number)
|--------------------------------------------------------------------- | -------------------------------------------------

|13114 Evening Creek Drive South, San Diego, California(Address of principal executive offices) | 92128(Zip Code)
|---------------------------------------------------------------------------------------------- | ---------------

(858) 679-2114
(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:

Common Stock, $.00001
par value(Title of Class)

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 in Rule 12b-2 of the Act) Yes
[X] NO [  ]

The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant
(based on the closing price as reported on the NASDAQ SmallCap Market on March 31, 2004)
was $94,391,214.*

The number of shares
of Common Stock, $.00001 par value, outstanding on January 21, 2005, was 19,918,244.

* Excludes the Common
Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of
the Common Stock outstanding at March 31, 2004. This calculation does not reflect a
determination that such persons are affiliates for any other purpose.

---

EXPLANATORY NOTE

This Amendment No. 1
on Form 10-K/A is being filed by American Technology Corporation (we or
us) as an amendment to our Annual Report on Form 10-K for the fiscal year
ended September 30, 2004 to amend and restate Part III, Items 10-14, and Part IV, Item 15,
in their entirety.

PART III

Item 10. Directors
and Executive Officers of the Registrant.

The directors and
executive officers, their ages, positions held and duration as director as of January 21,
2005, are as follows:

|Name                  | Age | Positionand Offices                                             | DirectorSince
|--------------------- | --- | --------------------------------------------------------------- | -------------
|Elwood G. Norris      | 66  | Chairman and Director                                           | 1980         
|Richard M. Wagner (1) | 59  | Director                                                        | 1986         
|David J. Carter (1)   | 56  | Director                                                        | 1998         
|Daniel Hunter (1)     | 54  | Director                                                        | 2001         
|Kalani Jones          | 42  | President, Chief Operating Officer and Director                 | 2004         
|Michael A. Russell    | 58  | Chief Financial Officer                                         | n/a          
|Carl Gruenler         | 51  | Vice President of Government and Force Protection Systems Group | n/a          

|(1) | Member
of Audit Committee, Compensation Committee and Nominating and Governance Committee.
|--- | ------------------------------------------------------------------------------------------

The terms of all
directors will expire at the next annual meeting of stockholders, or when their successors
are elected and qualified. Directors are elected each year, and all directors serve
one-year terms. Officers serve at the pleasure of the board of directors. There are no
arrangements or understandings between us and any other person pursuant to which he was or
is to be selected as a director, executive officer or nominee. We have however entered
into employment agreements with our chairman and certain of our named executive officers
described in Part III, Item 11 below under the heading Employment Agreements.

Biographical
Information

Biographical
information on Mr. Norris, Mr. Jones, Mr. Russell, and Mr. Gruenler is contained in Part
I, Item 1 above under the heading Executive  Officers.

Richard M. Wagner was
appointed as a director in 1986 and served as Secretary from February 1994 to March 1999.
Since 1986, Mr. Wagner has been President and CEO of Eidon Inc., a San Diego based
company involved in the manufacturing and distribution of liquid mineral supplements.
Eidon Inc. is the parent company of The Mortgage Company, a residential and commercial
mortgage brokerage firm. Mr. Wagner obtained a B.S. in Business in 1968 and an M.S. in
Finance in 1974 from the San Diego State University.

David J. Carter
was appointed as a director in September 1998. From January 1999 to January 2000, he was
Vice President of Copyright Clearance Center, a copyright licensing service. From 1983
until April 1998, he was employed by AT&T, a provider of local, long distance,
Internet and transaction-based voice and data services, with his last position as General
Manager and Product Development Vice President. He previously served in other positions at
AT&T including Business Development Vice President and Consumer Products Marketing
Vice President. Prior to his employment with AT&T, he served as a Marketing Research
Consultant and Managing Consultant  Marketing and Business Strategy for General
Electric Company, a diversified technology, media and financial services company. His
career has included technical positions at Temple Barker & Sloane, Inc., a management
consulting firm, Decision Research Corp., a marketing research company, and Johnson & Johnson, a manufacturer of health care products and
a provider of related services for the consumer, pharmaceutical and medical devices and
diagnostics markets. He obtained a B.A. in Mathematics in 1970 and a M.S. in Mathematical
Statistics in 1973 from the University of Massachusetts.

-2-

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Daniel Hunter
was appointed as a director in May 2001. Mr. Hunter has been a licensed certified public
accountant for the past twenty-five years. He obtained his accounting degree from the
University of Utah in 1975. For the past twenty years, Mr. Hunter has operated his own law
offices specializing in business and tax law. He obtained his Juris Doctor degree from the
University of Seattle in 1978.

Audit Committee and
Audit Committee Financial Expert

We have a separately
designated standing audit committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the audit committee are Messrs. Wagner (chair), Carter
and Hunter. The board of directors has determined that Daniel Hunter is an audit
committee financial expert and independent as defined under applicable
SEC and NASDAQ rules. The boards affirmative determination was based, among other
things, upon his over 25 years as a certified public accountant.

Section 16(a)
Beneficial Ownership Reporting Compliance

Section 16(a) of the
Exchange Act requires our officers, directors and persons who own more than 10% of any
class of our securities registered under Section 12(g) of the Exchange Act to file reports
of ownership and changes in ownership with the SEC. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish us with copies of all Section
16(a) forms they file.

Based solely on a
review of copies of such reports furnished to us and written representations that no other
reports were required during the fiscal year ended September 30, 2004, we believe that all
persons subject to the reporting requirements pursuant to Section 16(a) filed the required
reports on a timely basis with the SEC.

Code of Business
Conduct and Ethics

We have adopted a
Code of Business Conduct and Ethics, a code of ethics that applies to all
employees, including our executive officers. A copy of the Code of Business Conduct and
Ethics is posted on our Internet site at www.atcsd.com. In the event we make any
amendments to, or grant any waivers of, a provision of the Code of Business Conduct and
Ethics that applies to the principal executive officer, principal financial officer, or
principal accounting officer that requires disclosure under applicable SEC rules, we
intend to disclose such amendment or waiver and the reasons therefor on a Form 8-K or on
our next periodic report.

Item 11. Executive
Compensation.

Compensation of
Directors

No direct or indirect
remuneration was paid or became payable by us to the directors in their capacities as
directors or committee members during fiscal 2004 other than in the form of reimbursement
of expenses of attending directors or committee meetings. Our directors have
received in the past, and may receive in the future, stock option grants. We currently
have no standard arrangements pursuant to which our directors are compensated for services
provided as a director or committee member. During fiscal 2005, the Compensation Committee
will be reevaluating our director compensation program.

Summary Compensation
Table

There is shown below information
concerning the compensation of each person who served as our Chief Executive Officer
(CEO) during the fiscal year ended September 30, 2004, our two most highly
compensated executive officers other than the CEO that were serving at September 30, 2004
and an additional individual that served as an executive officer during the fiscal year
ended September 30, 2004 but was no longer serving at September 30, 2004 (each a
named executive officer). None of our other executive officers serving at the
end of the fiscal year ended September 30, 2004 earned more than $100,000 in salary and
bonus in such year.

-3-

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Summary
Compensation Table

Annual Compensation

|Name andPrincipal Position |  | FiscalYear |  | Salary   |     | Bonus   |  | Other AnnualCompensation |     | Long TermCompensationSecuritiesUnderlyingOptions (#) |  | All OtherCompensation |    
|-------------------------- |  | ---------- |  | -------- | --- | ------- |  | ------------------------ | --- | ---------------------------------------------------- |  | --------------------- | ---
|Elwood G. Norris,          |  | 2004       |  | $200,000 |     | -       |  | -                        |     | -                                                    |  | $1,385                | (1)
|Chairman                   |  | 2003       |  | $132,308 |     | -       |  | -                        |     | 100,000                                              |  | $2,054                | (1)
|                           |  | 2002       |  | $124,615 |     | -       |  | -                        |     | -                                                    |  | $1,800                | (1)
|                          
|Kalani Jones               |  | 2004       |  | $179,808 |     | -       |  | -                        |     | 125,000                                              |  | $1,636                | (1)
|President/COO              |  | 2003       |  | $8,077   |     | -       |  | -                        |     | 75,000                                               |  | -                     |    
|                          
|Carl Gruenler              |  | 2004       |  | $146,846 |     | $11,000 |  | $15,404                  | (2) | 130,000                                              |  | $1,286                | (1)
|Vice President             |  | 2003       |  | $21,260  |     | -       |  | -                        |     | 20,000                                               |  |                       |    
|                          
|Bruce Ehlers               |  | 2004       |  | $159,792 | (3) | -       |  | -                        |     | 100,000                                              |  | $1,252                |    
|Former Vice President      |  |            |  |          |     |         |  |                          |     |                                                      |  |                       |    

|(1) | Represents
matching 401(k) contributions.
|--- | -----------------------------------------

|(2) | Represents
moving expenses.
|--- | ---------------------------

|(3) | Excludes
$12,917 earned after September 30, 2004.  See Employment Arrangements below.
|--- | ---------------------------------------------------------------------------------------

No named executive
officer received any form of non-cash compensation from us in the fiscal years ended
September 30, 2004, 2003, or 2002, or  currently receives any such compensation, in
excess of 10% of the total amount of annual salary and bonus reported for the named
executive officer  above.

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Option Grants

Shown below is
further information on grants of stock options in fiscal 2004 to the named executive
officers reflected in the Summary Compensation  Table shown above for fiscal 2004.

Option Grants for
Fiscal Year Ended September 30, 2004

|                 | Potential Realizable Value at Assumed Annual Rates of
     Stock Price Appreciation forOption Term (2)
|---------------- | ------------------------------------------------------------------------------------------------------
|Name             |                                                                                                       
|Elwood G. Norris |                                                                                                       
|                
|Kalani Jones     |                                                                                                       
|                 |                                                                                                       
|                
|Carl Gruenler    |                                                                                                       
|                 |                                                                                                       
|                
|Bruce Ehlers     |                                                                                                       
|                 |                                                                                                       

|(1) | These
options were granted under our 2002 Stock Option Plan. These options have an exercise
price that was equal to or greater than the fair  market value on the date of grant. Such
options vest according to terms of option agreement, with vesting being contingent upon
continued  service with our company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Potential
gains are net of exercise price, but before taxes associated with exercise. These amounts
represent certain assumed rates of  appreciation only, in accordance with the SECs
rules. Actual gains, if any, on stock option exercises are dependent on the future
performance  of the common stock, overall market conditions and the option holders
continued employment through the vesting period. The amounts reflected in  this table may
not necessarily be achieved.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregated Option
Exercises and Fiscal Year-End Values

|                 |  |                           |  |               |  | Number of UnexercisedOptions Held AtSeptember 30, 2004 |   | Value of UnexercisedIn-The-Money Options AtSeptember 30, 2004 (1) | 
|---------------- |  | ------------------------- |  | ------------- |  | ------------------------------------------------------ | - | ----------------------------------------------------------------- | 
|                 |  |                           |  |               |  |                                                        |   |                                                                   | 
|Name             |  | SharesAcquiredon Exercise |  | ValueRealized |  | Exercisable                                            |   | Unexercisable                                                     | 
|                 |  |                           |  |               |  |                                                        |   |                                                                   | 
|Elwood G. Norris |  |                           |  | -             |  |                                                        | - |                                                                   | 
|Kalani Jones     |  |                           |  | -             |  |                                                        | - |                                                                   | 
|Carl Gruenler    |  |                           |  | -             |  |                                                        | - |                                                                   | 
|Bruce Ehlers     |  |                           |  | -             |  |                                                        | - |                                                                   | 

|(1) | Based
on the closing price reported on the Nasdaq SmallCap Market on September 30, 2004 of
$5.75 per share.
|--- | -----------------------------------------------------------------------------------------------------------

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We do not have any
stock appreciation rights plans in effect and we have no long-term incentive plans, as
those terms are defined in SEC regulations. During the fiscal year ended September 30,
2004, we did not adjust or amend the exercise price of stock options awarded to the named
executive officers. We have no defined benefit or actuarial plans covering any named
executive officer.

Employment
Arrangements

Mr. Elwood G.
Norris Effective September 1, 1997, we entered into a three year employment
contract with Mr. Norris, for his services as Chief Technology Officer. The three-year
term expired on August 31, 2000, but the agreement remains in effect until one party gives
thirty days advance notice of termination to the other. Mr. Norris now serves as Chairman
under the term of this agreement. The agreement, as amended by the Compensation Committee,
provides for a base salary to $16,667 per month. The agreement provides that Mr. Norris
will participate in bonus, benefit and other incentives at the discretion of the Board of
Directors. Mr. Norris has agreed not to disclose trade secrets and has agreed to assign
certain inventions to us during employment. We are also obligated to pay Mr. Norris
certain royalties. See Item 13  Certain Relationships and Related
Transactions below.

Mr. Kalani Jones We entered into a letter agreement dated as of August 28, 2003, as amended on
October 20, 2003, under which Mr. Jones was employed as our Senior Vice President of
Operations. Mr. Jones has since been promoted to President and Chief Operating Officer.
The letter agreement provides for an annual base salary of $140,000, a 30% annual
performance bonus to be determined by the Compensation Committee and the Board of
Directors, and the grant of an option to purchase 75,000 shares of our common stock, which
option vests quarterly over a two year period beginning six months after the date of
employment. Mr. Jones subsequently received additional option grants. See Option
Grants for Fiscal Year Ended September 30, 2004. Mr. Jones current annual base
salary, as increased by the Compensation Committee, is $220,000 Mr. Jones employment is
terminable at-will by us or by Mr. Jones for any reason, with or without notice.

Mr. Gruenler  We
entered into a letter agreement which was amended on July 30, 2003, under which Mr.
Gruenler was employed as our Vice President of Military Operations. Mr. Gruenler is
currently our Vice President of Government and Force Protection Systems Group. The letter
agreement provides for an annual base salary of $110,000, a 10% annual performance
bonus, and the grant of an option to purchase 20,000 shares of our common stock, which
option vests quarterly over a two year period. Mr. Gruenler subsequently received an
additional option grant. See Option Grants for Fiscal Year Ended September 30,
2004. Mr. Gruenlers current annual base salary is $185,000 Mr. Gruenler
employment is terminable at-will by us or by Mr. Gruenler for any reason, with or
without notice.

Mr. Ehlers  On
September 9, 2004, Bruce Ehlers, formerly our Vice President, Engineering, separated from
our company. We agreed to pay Mr. Ehlers severance in the amount of $12,917, representing
one month of base salary. We also agreed that Mr. Ehlers could exercise the vested portion
of his stock option, representing 9,375 shares of common stock, until thirty days after
Mr. Ehlers is permitted to sell the underlying shares under the terms of our insider
trading policy. In exchange for these benefits, Mr. Ehlers executed a general release of
claims.

Compensation
Committee Interlocks and Insider Participation

Messrs. Wagner, Hunter
and Carter served on the Compensation Committee during fiscal 2004. Mr. Wagner served as
our Secretary from February 1994 to March 1999. No executive officer of our company served
as a member of a compensation committee, or a board of directors performing equivalent
functions, of any entity that had one or more of its executive officers serving as a
member of our companys Compensation Committee.

-6-

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Item  12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters.

The following table
sets forth certain information regarding the ownership of our common stock as of December
31, 2004 by: (i) each director; (ii) each of the named executive officers;
(iii) all our executive officers and directors as a group; and (iv) all those
known by us to be beneficial owners of more than five percent of our common stock.

|Title of Class                                            |  |  | Name and Address ofBeneficial Owner                                           |  |  | Amount & Nature ofBeneficial Ownership (1) |  | Percentof Class (1)
|--------------------------------------------------------- |  |  | ----------------------------------------------------------------------------- |  |  | ------------------------------------------ |  | -------------------
|Common Stock                                              |  |  | Elwood G. Norris
13114 Evening Creek Drive South
San Diego, California 92128  |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | Kalani Jones
13114 Evening Creek Drive South
San Diego, California 92128      |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | Carl Gruenler
13114 Evening Creek Drive South
San Diego, California 92128     |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | Bruce Ehlers
13114 Evening Creek Drive South
San Diego, California 92128      |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | Richard M. Wagner
13114 Evening Creek Drive South
San Diego, California 92128 |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | David J. Carter
13114 Evening Creek Drive South
San Diego, California 92128   |  |  |                                            |  |                    
|                                                         
|Common Stock                                              |  |  | Daniel Hunter
13114 Evening Creek Drive South
San Diego, California 92128     |  |  |                                            |  |                    
|                                                         
|All directors & executive officers
As a group (7 persons) |  |  |                                                                               |  |  |                                            |  |                    

---

|* | Less
than 1%.
|- | -------------

|(1) | Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to  securities. Except as otherwise indicated
below, this table is based on information supplied by officers, directors and principal
stockholders.  The inclusion in this table of such shares does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner  of, or
receives the economic benefit of, such shares. Percentage of class is based on 19,851,319
shares of common stock outstanding on December  31, 2004. Except as otherwise stated
below, each of the named persons has sole voting and investment power with respect to the
shares shown  (subject to community property laws).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) | Includes
3,629,015 shares held by a family trust for which Mr. Norris serves as trustee, 162,500
shares issuable upon exercise of a warrant held  by such trust, and 175,000 shares
issuable upon the exercise of outstanding stock options within 60 days of December 31,
2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Consists
of 65,625 shares issuable upon the exercise of outstanding stock options within 60 days
of December 31, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(4) | Includes
1,500 shares held by spouse and 46,875 shares issuable upon the exercise of outstanding
stock options within 60 days of December 31, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Consists
of 9,375 shares issuable upon the exercise of outstanding stock options within 60 days of
December 31, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(6) | Includes
60,000 shares issuable upon the exercise of outstanding stock options within 60 days of
December 31, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------

|(7) | Includes
55,000 shares issuable upon the exercise of outstanding stock options within 60 days of
December 31, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------

|(8) | Includes
44,500 shares held by spouse, 6,000 shares by Profit Sharing Trust and 50,000 shares
issuable upon the exercise of outstanding stock  options within 60 days of December 31,
2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes
452,500 shares issuable upon the exercise of outstanding stock options within 60 days of
December 31, 2004 and 162,500 shares issuable  upon exercise of warrants.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Voting Stock

Preferred Stock

The following
security ownership information is set forth as of January 21, 2005, with respect to
certain persons or groups known by us to be  beneficial owners of more than 5% of any
outstanding series of our Preferred Stock.  On January 18, 2005, we gave notice to all
holders of Series D  and Series E Preferred Stock that we had elected to convert the
shares of Series D and Series E Preferred Stock to common stock.  The notice of
conversion was effective immediately for the Series D Preferred Stock, and resulted in
all 50,000 issued and outstanding shares of Series D Preferred  Stock converting into an
aggregate of 129,259 shares of common stock. The notice of conversion for the Series E
Preferred Stock will be effective on  February 1, 2005, and it is anticipated that on
that date, all 233,250 issued and outstanding shares of Series E Preferred Stock will
convert into an  aggregate of 801,306 shares of common stock.  See also Part II, Item 13
below for additional information.

Series E Preferred
Stock

|Title of Class           |  | Name and address of Beneficial Owner                                  |  | Amount and Nature of Beneficial OwnershipSeries E (1) |  | Percent of Class Series E (1) | 
|------------------------ |  | --------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ----------------------------- | 
|Series E Preferred Stock |  | Granite Capital LP 126 East 56th Street Flr. 25 New York, NY 10022    |  | 25,000 (2)                                            |  | 10.7%                         | 
|                        
|Series E Preferred Stock |  | Granite Capital II LP 126 East 56th Street Flr. 25 New York, NY 10022 |  | 25,000 (2)                                            |  | 10.7%                         | 

-8-

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|Title of Class           |  | Name and address of Beneficial Owner                                                    |  | Amount and Nature of Beneficial OwnershipSeries E (1) |  | Percent of Class Series E (1) | 
|------------------------ |  | --------------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ----------------------------- | 
|Series E Preferred Stock |  | Canusa Trading Ltd. PO Box HM 279 Hamilton HMAX, Bermuda                                |  | 50,000 (3)                                            |  | 21.4%                         | 
|                        
|Series E Preferred Stock |  | K. Tucker Anderson 61 Above All Rd. Warren, CT 06754-1710                               |  | 25,000                                                |  | 10.7%                         | 
|                        
|Series E Preferred Stock |  | Leonard M. Teninbaum Keogh Account 1900 St. James Place Ste. 150 Houston,
     TX 77056 |  | 42,500 (4)                                            |  | 18.2%                         | 

|(1) | Represents
number of shares of Series E Preferred Stock, held as of January 21, 2004. At such date
an aggregate of 233,250 shares of Series E  Preferred Stock were issued and outstanding,
which are expected to convert on February 1, 2005 into an aggregate of 801,306 shares of
common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes
22,500 shares of Series E Preferred Stock held by Granite Capital LP, which are expected
to convert on February 1, 2005 into 77,296 shares  of common stock, and 2,500 shares of
Series E Preferred Stock held by Granite Capital II LP, which are expected to convert on
February 1, 2005 into  8,589 shares of common stock. Granite Capital LLC is the general
partner of each of Granite Capital LP and Granite Capital II LP. Mr. Walter F.  Harrison,
III and Lewis M. Eisenberg are co-managing members of Granite Capital LLC, and are
believed by us to have shared voting and investment  power with respect to the Series E
Preferred Stock held. Granite Capital LP and Granite Capital II LP disclaim beneficial
ownership in these  securities except to the extent of such persons pecuniary interest
in these securities and disclaim membership in a group with any other entity or  person
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr.
W.A. Manuel is President of Canusa Trading Ltd., and is believed by us to have sole
voting and investment power with respect to the Series E  Preferred Stock held, which are
expected to convert on February 1, 2005 into 171,769 shares of common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr.
Leonard M. Teninbaum is trustee of Leonard M. Teninbaum Keogh Account, and is believed by
us to have sole voting and investment power with  respect to the Series E Preferred Stock
held, which are expected to convert on February 1, 2005 into 146,004 shares of common
stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Incentive
Plans

Certain information
concerning our equity incentive plans is contained in Part II, Item 5 above under the
heading Equity Compensation and Plan  Information.

Item 13. Certain
Relationships and Related Transactions.

Under the
terms of an Assignment of Technology Agreement dated March 2, 1993 and an
Addendum Agreement dated December 2, 1996 we are
obligated to pay Elwood G. Norris, our  Chairman, a 2% royalty on net sales from certain
of our technologies, of which only HSS is a current offering of our company. The royalty
obligation  continues until at least March 1, 2007, and for any longer period during
which we sell products or license technologies subject to any patent  assigned to us by
Mr. Norris. No royalties were paid or recorded under this agreement in the fiscal years
ended September 30, 2004, 2003 or 2002, as  these royalties were immaterial and were
waived by Mr. Norris. We may owe royalties in future periods based on actual sales or
technology revenues.

-9-

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Mark Norris,
the son of Elwood G. Norris, is a full-time non-executive employee of our
company. In his role as a Mechanical Engineer, Mark Norris was paid $89,923 in
salary for the fiscal year ended September 30, 2004. Mr. Norris currently holds
a fully vested  stock
option for 15,000 common shares exercisable until May 2008 at $3.30 per share.  No other family member of
any executive officer,  director or 5% stockholder received compensation of more than
$60,000 during the year ended September 30, 2004.

In December 2004, a
family trust affiliated with Mr. Elwood G. Norris purchased from our company an unsecured
subordinated promissory note in the  principal amount of $500,000.  Such purchase was in
connection with a private offering of an aggregate of $2,000,000 of such notes.  The
notes are  due December 31, 2006, and interest accrues at the rate of 8% per year and is
due and payable quarterly in arrears.  See Part II, Item 7,  Managements
Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources for more information on  this financing.  In connection with the
issuance of these notes, each purchaser, including Mr. Norris trust, was granted a
warrant to purchase 7,500  shares of our common stock for each $100,000 of notes
purchased (prorated for amounts less than $100,000), exercisable until December 31, 2009.
The  exercise price of the warrants was $9.28 per share for purchasers who were
directors, officers, employees or consultants of our company, or  affiliates of such
persons, and $8.60 per share for other purchasers.  Mr. Norris trust therefore received
a warrant exercisable for 37,500 shares  with an exercise price of $9.28 per share.

Canusa Trading Ltd.,
a significant owner of our Series E Preferred Stock, also purchased an unsecured
subordinated promissory note from our company  in the principal amount of $300,000 in the
December 2004 note and warrant financing, and received a warrant to purchase 22,500
shares at an exercise  price of $8.60 per share.

Effective as of
January 18, 2005, we gave notice to all holders of Series D Preferred Stock that we had
elected to convert the shares of Series D  Preferred Stock to common stock, such that all
50,000 issued and outstanding shares of Series D Preferred Stock converted into an
aggregate of  129,259 shares of common stock.  Certain significant owners of our then
outstanding shares of Series D Preferred Stock received shares of common  stock as
follows: Ehrens Family Trust (5,000 shares of Series D Preferred Stock converted into
12,926 shares of common stock), Granite Capital LP  (35,263 shares of Series D Preferred
Stock converted into 91,161 shares of common stock), and Granite Capital II LP (4,737
shares of Series D  Preferred Stock converted into 12,246 shares of common stock).

On January 18, 2005,
we gave notice to all holders of Series E Preferred Stock that we had elected to convert
the shares of Series E Preferred Stock  to common stock.  The notice of conversion for
the Series E Preferred Stock will be effective on February 1, 2005, and it is anticipated
that on that  date, all 233,250 issued and outstanding shares of Series E Preferred Stock
will convert into an aggregate of 801,306 shares of common stock.  Certain significant
owners of our outstanding shares of Series E Preferred Stock are expected to receive
shares of common stock as follows: Granite  Capital LP (22,500 shares of Series E
Preferred Stock will convert into 77,296 shares of common stock), Granite Capital II LP
(2,500 shares of Series  E Preferred Stock will convert into 8,589 shares of common
stock), Canusa Trading Ltd. (50,000 shares of Series E Preferred Stock will convert into
171,769 shares of common stock), K. Tucker Anderson (25,000 shares of Series E Preferred
Stock will convert into 85,885 shares of common stock),  Leonard M. Teninbaum Keogh
Account (42,500 shares of Series E Preferred Stock will convert into 146,004 shares of
common stock).

-10-

---

Item 14. Principal
Accounting Fees and Services.

Principal Accountant
Audit Fees and Services Fees

The following table
describes fees for professional audit services rendered by BDO Seidman, LLP, our
principal independent registered public  accounting firm, for the audit of our annual
financial statements for the years ended September 30, 2004 and September 30, 2003 and
fees billed for  other services rendered by BDO Seidman, LLP during those periods.

Type of Fee
     2004
     2003Audit Fees (1)
     $112,555
     $93,013Audit Related Fees (2)
     3,000
     29,700Tax Fees (3)
     6,013
     -All Other Fees
      (4)
     3,000
     -Total
     $124,568
     $122,713


|(1) | Audit
Fees include the aggregate fees paid by us during the fiscal year indicated for
professional services rendered by BDO Seidman, LLP for the  audit of our annual financial
statements and review of financial statements included in our Forms 10-Q.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit
Related Fees include the aggregate fees paid by us during the fiscal year indicated for
assurance and related services by BDO Seidman, LLP  that are reasonably related to the
performance of the audit or review of our financial statements and not included in Audit
Fees. Also included in  Audit Related Fees are fees for accounting advice.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax
Fees include the aggregate fees paid by us during the fiscal year indicated for
professional services rendered by BDO Seidman, LLP for tax  compliance, tax advice and
tax planning.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | All
Other Fees include the aggregate fees paid by us during the fiscal year indicated
for products and services provided by BDO Seidman,  LLP, other than the services reported
above.  There were no such fees paid to BDO Seidman, LLP during the year ended September
30, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Audit Committee
Pre-Approval Policies and Procedures

All audit and
non-audit services are pre-approved by the Audit Committee, which considers, among other
things, the possible effect of the performance  of such services on the auditors
independence. The Audit Committee pre-approves the annual engagement of the principal
independent registered public  accounting firm, including the performance of the annual
audit and quarterly reviews for the subsequent fiscal year, and pre-approves specific
engagements for tax services performed by such firm.  The Audit Committee has also
established pre-approval policies and procedures for certain  enumerated audit and audit
related services performed pursuant to the annual engagement agreement, including such
firms attendance at and  participation at board and committee meetings; services of such
firm associated with SEC registration statements, periodic reports and other  documents
filed with the SEC or other documents issued in connection with securities offerings,
such as comfort letters and consents; such firms  assistance in responding to any SEC
comments letters; and consultations with such firm as to the accounting or disclosure
treatment of transactions  or events and/or the actual or potential impact of final or
proposed rules, standards or interpretations by the SEC, Public Company Accounting
Oversight Board (PCAOB), Financial Accounting Standards Board (FASB), or other regulatory
or standard-setting bodies.  The Audit Committee is  informed of each service performed
pursuant to its pre-approval policies and procedures.

The Audit Committee
has considered the role of BDO Seidman, LLP in providing services to us for the fiscal
year ended September 30, 2004 and has  concluded that such services are compatible with
such firms independence.

-11-

---

PART IV

Item 15. Exhibits
and Financial Statement Schedules.

|(a) | The
following documents are filed as part of this report:
|--- | ---------------------------------------------------------

Financial Statements:

|Report of Independent Registered Public Accounting Firm                                            | F-2        
|-------------------------------------------------------------------------------------------------- | -----------
|                                                                                                  
|Balance Sheets as of September 30, 2004 and 2003                                                   | F-3        
|                                                                                                  
|Statements of Operations for the Years Ended September 30, 2004, 2003 and 2002                     | F-4        
|                                                                                                  
|Statements of Stockholders Equity (Deficit) for the Years Ended September 30, 2004, 2003 and 2002 | F-5        
|                                                                                                  
|Statements of Cash Flows for the Years Ended September 30, 2004, 2003 and 2002                     | F-6        
|                                                                                                  
|Summary of Accounting Policies                                                                     | F-7 - F-14 
|                                                                                                  
|Notes to Financial Statements                                                                      | F-14 - F-31
|                                                                                                  
|Schedule II - Valuation and Qualifying Accounts                                                    | F-32       

Exhibit Index:

3.  Articles of
Incorporation and Bylaws

|3.1 |  | Certificate
of Incorporation of American Technology Corporation (Delaware) dated  March 1, 1992.
Filed as Exhibit 2.1 on Form 10-SB effective August 1, 1994.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.1 |  | Amendment
to Certificate of Incorporation of American Technology Corporation  dated March 24, 1997
and filed with Delaware on April 22, 1997. Filed as Exhibit 3.1.1 on  Form 10-QSB for the
quarter ended March 31, 1997, dated May 13, 1997.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.2 |  | Corrected
Certificate of Designations of Series A Convertible Preferred Stock  dated and filed with
Delaware on August 25, 1997. Filed as Exhibit 3.1.3 on Form 8-K dated  August 29, 1997.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.3 |  | Corrected
Certificate of Designations of Series B Convertible Preferred Stock  filed with Delaware
on December 23, 1998. Filed as Exhibit 3.1.4 on Form 10-KSB for the  year ended September
30, 1998, dated December 29, 1998.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.4 |  | Corrected
Certificate of Designation of Series C Preferred Stock filed with  Delaware on April 19,
2000. Filed as Exhibit 3.1.5 on Form 8-K dated April 19, 2000.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.5 |  | Certificate
of Designation of Series D Preferred Stock filed with Delaware on  May 3, 2002. Filed as
Exhibit 3.1 on Form 10-Q for the quarter ended March 31, 2002, dated  May 15, 2002.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.6 |  | Certificate
of Amendment to Certificate of Incorporation filed with Delaware  on September 26, 2002.
Filed as Exhibit 3.1.6 on Form 10-K for the year ended September  30, 2002, dated
December 23, 2002.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.7 |  | Certificate
of Designation of Series E Preferred Stock filed with Delaware on  February 28, 2003.
Filed as Exhibit 4.2 on Form 8-K dated March 6, 2003.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Restated
Bylaws of American Technology Corporation. Filed as Exhibit 4.9 on  Form S-3 filed on
January 24, 2005.
|--- |  | ----------------------------------------------------------------------------------------------------------------

4.  Instruments
Defining the Rights of SecurityHolders

|4.1 |  | Specimen
Common Stock Certificate. Filed as Exhibit 4.10 on Form S-3 filed on  January 24, 2005.
|--- |  | ------------------------------------------------------------------------------------------------

-12-

---

10.  Material
Contracts

|10.1 |  | Royalty
Agreement between ATC and Elwood G. Norris dated September 3,  1985.  Filed as
Exhibit 6.2 on Form 10-SB effective August 1, 1994.+
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | Assignment
of Technology Agreement between ATC and Elwood G. Norris dated  March 2, 1992. Filed as
Exhibit 6.3 on Form 10-SB effective August 1, 1994.+
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2.1 |  | Addendum
Agreement to Assignment of Technology Agreement between ATC and  Elwood G. Norris dated
December 2, 1996. Filed as Exhibit 10.3.1 on Form 10-KSB for year  ended September 30,
1996, dated December 13, 1996.+
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | Amended
and Restated Sublease Agreement between ATC and Smiths Industries  Aerospace & Defense
Systems, Inc. as amended, dated September 1,  2000.  Filed as Exhibit 10.6.1 on
Form 10-K for the year ended September 30,  2000, dated October 29, 2000.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3.1 |  | First
Amendment to Amended and Restated Sublease Agreement, dated January 1,  2004.  Filed
as Exhibit 10.1 on Form 10-Q for the quarter ended March 31, 2004,  dated May 5, 2004.
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | Employment
Agreement dated as of September 1, 1997 between ATC and Elwood G.  Norris filed as
Exhibit 10.16 on Form 10-KSB for year ended September 30, 1997, dated  December 1, 1997.+
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | 1997
Stock Option Plan as adopted on January 23, 1998 filed as Exhibit 10.1 on  Form S-8 dated
July 27, 1998.+
|---- |  | --------------------------------------------------------------------------------------------------------------

|10.5.1 |  | Form
of Incentive Stock Option Agreement under 1997 Stock Option Plan.*+
|------ |  | ------------------------------------------------------------------------

|10.5.2 |  | Form
of Non-Statutory Stock Option Agreement under 1997 Stock Option Plan.*+
|------ |  | ----------------------------------------------------------------------------

|10.6 |  | 2002
Stock Option Plan.  Filed as Exhibit 99.1 on Form S-8 dated  November 18,
2002.+
|---- |  | -------------------------------------------------------------------------------------

|10.6.1 |  | Form
of Stock Option Grant Notice and Stock Option Agreement under 2002  Stock Option Plan.*+
|------ |  | ---------------------------------------------------------------------------------------------

|10.7 |  | Form
of Stock Purchase Warrant exercisable until September 30, 2006 granted to  accredited
investors for an aggregate of 1,012,500 common shares (individual warrants  differ as to
holder, number of shares and issuance date).  Filed as Exhibit 4.12  on Form
8-K dated October 12, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8 |  | Series
D Stock and Warrant Purchase Agreement dated May 3,  2002.  Filed as Exhibit
10.1 on Form 10-Q for the quarter ended March 31, 2002,  dated May 15, 2002.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8.1 |  | Amendment
No. 1 to Series D Preferred Stock and Warrant Purchase Agreement  dated July 3, 2002.  Filed
as Exhibit 10.3 on Form 10-Q for the quarter ended  June 30, 2002, dated August 14, 2002.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.9 |  | Form
of Stock Purchase Warrant exercisable until March 31, 2007 granted to  investors for an
aggregate of 517,880 common shares (individual warrants differ as to  holder, number of
shares and issuance date). Filed as Exhibit 10.2 on Form 10-Q for the  quarter ended
March 31, 2002, dated May 15, 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10 |  | Form
of 8% Senior Secured Promissory Note due December 31, 2003 aggregating  $1,500,000
granted to accredited investors (individual notes differed as to holder and  amount).
Filed as Exhibit 4.1 on Form 8-K dated October 7, 2002.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10.1 |  | Form
of Amendment to 8% Senior Secured Promissory Note. Filed as Exhibit  4.6 on Form 8-K
dated March 6, 2003.
|------- |  | --------------------------------------------------------------------------------------------------------------

|10.11 |  | Form
of Security Agreement. Filed as Exhibit 4.2 on Form 8-K dated October 7,  2002.
|----- |  | ------------------------------------------------------------------------------------

|10.12 |  | License
Agreement between ATC and Harman International Industries, Inc. dated  August 24, 2001.
Portions of this exhibit (indicated by asterisks) have been omitted  pursuant to a
request for confidential treatment pursuant to Rule 24b-2 of the Securities  Exchange Act
of 1934. Filed as Exhibit 10.19 on Form 10-K for the year ended September 30,  2002,
dated December 23, 2002.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-13-

---

|10.13 |  | Series
E Preferred Stock and Warrant Purchase Agreement dated February 28,  2003. Filed as
Exhibit 4.1 on Form 8-K filed on March 6, 2003.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|10.14 |  | Form
of Stock Purchase Warrant exercisable until December 31, 2007 granted to  accredited
investors for an aggregate of 514,875 common shares (individual warrants differ  as to
holder, number of shares and issuance date).  Filed as Exhibit 4.3 on Form  8-K
dated March 6, 2003.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15 |  | Employment
letter of James M. Irish dated January 27, 2003. Filed as Exhibit  10.5 on Form 10-Q for
the quarter ended March 31, 2003, dated May 15, 2003.+
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 |  | Securities
Purchase Agreement dated July 11, 2003. Filed as Exhibit 4.1 on  Form 8-K dated July 17,
2003.
|----- |  | ---------------------------------------------------------------------------------------------------------

|10.17 |  | Registration
Rights Agreement dated July 11, 2003. Filed as Exhibit 4.2 on  Form 8-K dated July 17,
2003.
|----- |  | ---------------------------------------------------------------------------------------------------------

|10.18 |  | Form
of Common Stock Warrant exercisable until July 10, 2007 granted to  accredited investors
for an aggregate of 454,547 common shares (individual warrants differ  as to holder,
number of shares and issuance date). Filed as Exhibit 4.3 on Form 8-K dated  July 17,
2003.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 |  | License
and Remarketer Agreement between ATC and General Dynamics Armament  and Technical
Products, Inc. dated February 14, 2003. Filed as Exhibit 10.27 on Form 10-K  for the year
ended September 30, 2003, dated December 29, 2003. Portions of this exhibit  (indicated
by asterisks) have been omitted pursuant to a request for confidential  treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.20 |  | License
and Remarketer Agreement between ATC and Bath Iron Works Corporation  dated February 13,
2003. Filed as Exhibit 10.28.1 on Form 10-K for the year ended  September 30, 2003, dated
December 29, 2003. Portions of this exhibit (indicated by  asterisks) have been omitted
pursuant to a request for confidential treatment pursuant to  Rule 24b-2 of the
Securities Exchange Act of 1934.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21 |  | Assignment
of License and Remarketer Agreement from Bath Iron Works  Corporation to General Dynamics
Armament and Technical Products, Inc., dated September 23,  2003. Filed as Exhibit
10.28.2 on Form 10-K for the year ended September 30, 2003, dated  December 29, 2003.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Employment
Agreement of Kalani Jones dated August 28, 2003, as amended. Filed  as Exhibit 10.29 on
Form 10-K for the year ended September 30, 2003, dated December 29,  2003.+
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23 |  | Employment
Agreement of Carl Gruenler, as amended. Filed as Exhibit 10.30 on  Form 10-K for the year
ended September 30, 2003, dated December 29, 2003.+
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24 |  | Form
of Inducement Grant Notice and Inducement Stock Option Agreement. Filed  as Exhibit 4.1
on Form 8-K dated September 28, 2004.+
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------

|10.25 |  | Table
of Inducement Grants.*+
|----- |  | -----------------------------

|10.26 |  | Form
of Special Stock Option.  Filed as Exhibit 99.2 on Form S-8 dated  November 18,
2002.+
|----- |  | -------------------------------------------------------------------------------------------

|10.27 |  | Employment
Agreement of Michael Russell. Filed as Exhibit 10.1 on Form 10-Q  for the quarter ended
June 30, 2004, dated August 4, 2004.+
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|10.28 |  | Inducement
Grant Notice and Inducement Stock Option Agreement of Michael  Russell.*+
|----- |  | ------------------------------------------------------------------------------------

|10.29 |  | Employment
Agreement of Joseph A. Zerucha.  Filed as Exhibit 10.2  on Form 10-Q for the
quarter ended December 31, 2003, dated February 12, 2004.+
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

-14-

---

|10.30 |  | Separation
Agreement of Joseph A. Zerucha.  Filed as Exhibit 10.2  on Form 10-Q for the
Form 10-Q for the quarter ended June 30, 2004, dated August 4, 2004.+
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.31 |  | Employment
Agreement of Bruce Ehlers.  Filed as Exhibit 10.1 on  Form 10-Q for the quarter
ended December 31, 2003, dated February 12, 2004.+
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|10.32 |  | Release
Agreement of Bruce Ehlers.*+
|----- |  | ------------------------------------

|10.33 |  | Special
Stock Option with Elwood Norris dated November 13, 2000.*+
|----- |  | ------------------------------------------------------------------

|10.34 |  | Special
Stock Option with David Carter dated November 13, 2000.*+
|----- |  | -----------------------------------------------------------------

|10.35 |  | Special
Stock Option with Richard Wagner dated November 13, 2000.*+
|----- |  | -------------------------------------------------------------------

|10.36 |  | Common
Stock Purchase Agreement dated December 14, 2004 with Kingsbridge  Capital Limited. Filed
as Exhibit 10.1 on Form 8-K filed December 17, 2004.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|10.37 |  | Registration
Rights Agreement dated December 14, 2004 with Kingsbridge  Capital Limited. Filed as
Exhibit 10.2 on Form 8-K filed December 17, 2004.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|10.38 |  | Warrant
dated December 14, 2004 in favor of Kingsbridge Capital Limited.  Filed as Exhibit 4.1 to
Form 8-K filed December 17, 2004.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------

|10.39 |  | Promissory
Note and Warrant Purchase Agreement dated December 23, 2004 with  the purchasers
described therein. *
|----- |  | ----------------------------------------------------------------------------------------------------------------

|10.40 |  | Form
of Unsecured Subordinated Promissory Note. *
|----- |  | -------------------------------------------------

|10.41 |  | Form
of Warrant. *
|----- |  | ------------------

23 Consents of
Experts and Council

|23.1 |  | Consent
of BDO Seidman, LLP. *
|---- |  | ------------------------------

24 Power of Attorney

|24.1 |  | Power
of Attorney. Reference is made to the signature page of Form 10-K for the year ended
September 30, 2004.
|---- |  | --------------------------------------------------------------------------------------------------------------

Certifications

|31.1 |  | Certification
of Elwood G. Norris, Co-Principal Executive Officer, pursuant to  Rule 13a-14(a) or
15d-14(a) of the Securities and Exchange Act of 1934, as adopted  pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 |  | Certification
of Kalani Jones, Co-Principal Executive Officer, pursuant to  Rule 13a-14(a) or 15d-14(a)
of the Securities and Exchange Act of 1934, as adopted  pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.3 |  | Certification
of Michael A. Russell, Principal Financial Officer, pursuant to  Rule 13a-14(a) or
15d-14(a) of the Securities and Exchange Act of 1934, as adopted  pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 |  | Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the
Sarbanes-Oxley Act of 2002, executed by Elwood G. Norris and  Kalani Jones, Co-Principal
Executive Officers, and Michael A. Russell, Principal Financial  Officer.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Previously filed
with Form 10-K for the year ended September 30, 2004.

+  Management
contract or compensatory plan or arrangement.

-15-

---

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.

| | AMERICAN
TECHNOLOGY CORPORATION
| | -------------------------------

|January 28, 2005 | By: | /s/
  Elwood G. Norris
|---------------- | --- | ----------------------

| |  | Elwood
G. Norris(Chairman of the Board)Principal Executive Officer
| |  | ------------------------------------------------------------------

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of  registrant in the capacities and on the dates
indicated.

|Date: January
  28, 2005 | By: | /s/
  Elwood G. Norris
|------------------------ | --- | ----------------------

| |  | Elwood
G. NorrisChairman of the Board and Director(Co-Principal Executive Officer)
| |  | ----------------------------------------------------------------------------------

|Date: January
  28, 2005 | By: | /s/
  Kalani Jones
|------------------------ | --- | ------------------

| |  | Kalani
JonesPresident, Chief Operating Officer and Director(Co-Principal Executive Officer)
| |  | -------------------------------------------------------------------------------------------

|Date: January
  28, 2005 | By: | /s/
  Michael A. Russell
|------------------------ | --- | ------------------------

| |  | Michael
A. Russell, Chief Financial Officer(Principal Financial and Accounting Officer)
| |  | ---------------------------------------------------------------------------------------

|Date: January
  28, 2005 | By: | /s/
  Richard M. Wagner
|------------------------ | --- | -----------------------

| |  | Richard
M. WagnerDirector
| |  | -------------------------

|Date: January
  28, 2005 | By: | /s/
  David J. Carter
|------------------------ | --- | ---------------------

| |  | David
J. CarterDirector
| |  | -----------------------

|Date: January
  28, 2005 | By: | /s/
  Daniel Hunter
|------------------------ | --- | -------------------

| |  | Daniel
HunterDirector
| |  | ---------------------



-16-

---