**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

** **

**FORM 10-Q/A**

** **

**(AMENDMENT NO. 2 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 endedSeptember 30, 2003**

** **

**TUT SYSTEMS, 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’s telephonenumber, including area code: (503) 594-1400

 

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ý  No o

 

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

 

As of October 24, 2003, 20,231,366 shares ofregistrant’s common stock, par value $0.001 per share, were issued andoutstanding.

 

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The undersigned registrant hereby amends the Form 10-Qoriginally filed on October 30, 2003, as amended on June 11, 2004 (the “Form10-Q”), solely for the purpose of revising the Company’s disclosure of whetherit is an accelerated filer, as set forth herein.  At the time of the filing of the Form 10-Q,the Company incorrectly indicated in its filing that it was an acceleratedfiler, as that term is defined in Rule 12b-2 of the Act. The Company was not anaccelerated filer at the time of filing the Form 10-Q, nor at the time that theForm 10-Q was amended on June 11, 2004. This Form 10-Q/A does not reflect events occurring after the filing ofthe original Form 10-Q, as amended, or modify or update the disclosures thereinin any way other than as reflected below.

 

Solely with respect to disclosure of whether theCompany is an accelerated filer (as defined in Rule 12b-2 of the Act), thecover page to the Form 10-Q is hereby amended and restated as follows:

 

“Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act). Yes o  No ý.”

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**SIGNATURE**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, 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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