** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**FORM10-Q/A**

**(AMENDMENTNO. 1 TO FORM 10-Q)**

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

**For the quarterly period ended March 31, 2004**

**TUTSYSTEMS, INC.********(Exact name of Registrant as specified in its charter)**
| **Delaware**                                                     |   | **94-2958543**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or Other Jurisdiction of  Incorporation

or Organization) |   | (I.R.S.  Employer Identification No.) |
| **6000 SW Meadows Drive,  Suite 200**

**Lake Oswego, Oregon**   |   | **97035**                             |
| (Address  of Principal Executive Offices)                        |   | (Zip  Code)                           |

Registrant’stelephone number, including area code: (503) 594-1400

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    Yes  ý    No  o

Indicateby check mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act).  Yes o No ý.

Asof April 30, 2004, 20,375,838 shares of registrant’s common stock, par value$0.001 per share, were issued and outstanding.

 

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The undersigned registranthereby amends the Form 10-Q originally filed on May 7, 2004 (the “Form 10-Q”),solely for the purpose of revising the Company’s disclosure of whether it is anaccelerated filer, as set forth herein.  Atthe time of the filing of the Form 10-Q, the Company incorrectly indicated inits filing that it was an accelerated filer, as that term is defined in Rule12b-2 of the Act. The Company was not an accelerated filer at the time offiling the Form 10-Q.  This Form 10-Q/Adoes not reflect events occurring after the filing of the original Form 10-Q,as amended, or modify or update the disclosures therein in any way other thanas reflected below.

 

Solely with respect todisclosure of whether the Company is an accelerated filer (as defined in Rule12b-2 of the Act), the cover page to the Form 10-Q is hereby amended andrestated as follows:

 

“Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act).  Yes o No ý.”

 

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**SIGNATURE**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| Date: September 2, 2004 |
|-------------------------|
|                    | Tut Systems, Inc. |
|                    |   |   |   |
|                    | By: |   | /s/ Randall K. Gausman |
|                    |   |   | Randall K. Gausman, |
| * *                | * * | * * | *Vice-President,  Finance and Chief Financial Officer (Principal Financial Officer)* |

* *

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| ** **          | ** **                                                                                                | **INDEX TO EXHIBITS** |
|---------------------|-----------------------------------------------------------------------------------------------------------|-----------------------|
| ** **          | ** **                                                                                                |
| **Exhibit  Number** | **Exhibit**                                                                                               |
|                |                                                                                                      |
| 31.1                | Certification of Chief  Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of  2002.  |
|                |                                                                                                      |
| *31.2*              | *Certification of Chief Financial Officer  pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.* |

 

 

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