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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q/A

(MARK ONE)


| |  |  |                                                                                                                                                          
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2002 OR             
|
| |  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROMTO
COMMISSION FILE NUMBER: 0-21013

XYBERNAUT CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




|                                                        |  |                                                
|------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(STATE OR OTHER
JURISDICTION
OF INCORPORATION) |  | 54-1799851
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

12701 FAIR LAKES CIRCLE, FAIRFAX, VA 22033
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES WITH ZIP CODE)

(703) 631-6925
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)

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     NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES     NO

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                                     |  |                                             
|------------------------------------ |  | --------------------------------------------
|Class
Common stock  $0.01 par value |  | Outstanding at November 13, 2002
112,938,254





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EXPLANATION FOR FILING OF FORM 10-Q/A

This Form 10-Q/A is filed by Xybernaut Corporation (the Company) to replace
 the Cover Page, the Index and the Part II, Item 5- Other Information portions of the Forms 10-Q and 10-Q/A that were filed on its behalf by Bowne & Co., a
major financial printer (Bowne), with the Securities and Exchange Commission
(the SEC) on November 14, 2002.

The Company uses Bowne to process working drafts of certain of its SEC filings
prior to final review and acceptance of these documents by the Companys
management. Bowne also converts these filings into the SECs EDGAR format and
files these documents with the SEC on the Companys behalf.

In relation to the Form 10-Q and Form 10-Q/A filed with the SEC on November 14, 2002, the Company had
previously reviewed several versions of the documents and had accepted a final
and approved version of the documents. The Company instructed Bowne to file
the final and approved documents with the SEC. Bowne erroneously filed with
the SEC an earlier unapproved draft version of the document, which incorrectly included a check mark next to the "YES" box on the Cover Page applicable only
to issuers involved in bankruptcy proceedings during the preceding five years. This check mark was a typographical error
and the box should not have been checked.  The Company is not and has never been involved in bankruptcy proceedings.

This Form 10-Q/A represents a correction to the Cover Page, Index and the Part II, Item 5- Other Information portions of the final and approved quarterly report filed
pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934 for
the quarterly period ended September 30, 2002.



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INDEX

|                                      |                                                                                                |                                                            |   |      |   | 
|------------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | - | ---- | - | 
|                                      |                                                                                                |                                                            |   | PAGE
|                                      |                                                                                                |                                                            |   |     
|COVER PAGE                            |                                                                                                |                                                            | 1 |     
|                                     
|                                     
|                                     
|                                     
|EXPLANATION FOR FILING OF FORM 10-Q/A |                                                                                                |                                                            | 2 |     
|                                     
|                                     
|                                     
|                                     
|INDEX                                 |                                                                                                |                                                            | 3 |     
|                                     
|                                     
|                                     
|                                     
|PART I  FINANCIAL INFORMATION        |                                                                                                |                                                            |   |     
|                                     
|                                     
|                                     
|                                     
|                                      | Item 1 - Financial Statements                                                                  |                                                            |   |      |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                | Condensed Consolidated Balance Sheets (unaudited)          |   |      | 4 | 
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                | Condensed Consolidated Statement of Operations (unaudited) |   |      | 5 | 
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                | Condensed Consolidated Statement of Cash Flows (unaudited) |   |      | 6 | 
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                                | Notes to Condensed Consolidated Financial Statements       |   |      | 7 | 
|                                     
|                                     
|                                     
|                                     
|                                      | Item 2 - Managements Discussion and Analysis of Results of Operations and Financial Condition |                                                            |   | 13   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Item 3 - Quantitative and Qualitative Disclosures about Market Risk                            |                                                            |   | 22   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Item 4 - Controls and Procedures                                                               |                                                            |   | 23   |  
|                                     
|                                     
|                                     
|                                     
|PART II  OTHER INFORMATION           |                                                                                                |                                                            |   |     
|                                     
|                                     
|                                     
|                                     
|                                      | Item 2 - Changes in Securities and Use of Proceeds                                             |                                                            |   | 23   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Item 5 - Other Information                                                                     |                                                            |   | 23   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Item 6 - Exhibits and Reports on Form 8-K                                                      |                                                            |   | 23   |  





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ITEM 5: OTHER INFORMATION

Explanation for Filing of Form 10-Q/A

This Form 10-Q/A is filed by Xybernaut Corporation (the Company) to replace
the Cover Page, the Index and the Part II, Item 5  Other Information portions of the Forms 10-Q and 10-Q/A that were
 filed on its behalf by Bowne & Co., a
major financial printer (Bowne), with the Securities and Exchange Commission
(the SEC) on November 14, 2002.

The Company uses Bowne to process working drafts of certain of its SEC filings
prior to final review and acceptance of these documents by the Companys
management. Bowne also converts these filings into the SECs EDGAR format and
files these documents with the SEC on the Companys behalf.

In relation to the Form 10-Q and Form 10-Q/A filed with the SEC
on November 14, 2002, the Company had
previously reviewed several versions of the documents and had accepted a final
and approved version of the documents. The Company instructed Bowne to file
the final and approved documents with the SEC. Bowne erroneously filed with
the SEC an earlier unapproved draft version of the document, which incorrectly included a check mark next to the "YES"
box on the Cover Page applicable only to issuers involved in bankruptcy proceedings during the preceding five
years. This check mark was a typographical error and the box should not have been checked. The Company is not and has never
been involved in bankruptcy proceedings.

This Form 10-Q/A represents a correction to the Cover Page,
Index and the Part II, Item 5  Other Information portions of
the final and approved quarterly report filed
pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934 for
the quarterly period ended September 30, 2002.



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SIGNATURES

Pursuant to the requirements 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.

| |  |                                                                                                |  | 
| |  | ---------------------------------------------------------------------------------------------- |  | 
| |  | XYBERNAUT CORPORATION                                                                          |  | 
|
|
|
|
| |  |                                                                                                |  | 
|
|
|
|
| |  | /s/ EDWARD G. NEWMAN                                                                           |  | 
| |  |                                                                                                |  | 
| |  | By: Edward G. Newman
President, Chief Executive Officer and
Chairman of the Board of Directors |  | 
|
|
|
|
| |  |                                                                                                |  | 
|
|
|
|
| |  | /s/ THOMAS D. DAVIS                                                                            |  | 
| |  |                                                                                                |  | 
| |  | By: Thomas D. Davis
Senior Vice President and Chief Financial
Officer                          |  | 





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CERTIFICATIONS

I, Edward G. Newman, certify that:

1.     I have reviewed this quarterly report on Form 10-Q/A of Xybernaut Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 15, 2002

| |  |                                                                                                |  | 
| |  | ---------------------------------------------------------------------------------------------- |  | 
| |  | XYBERNAUT CORPORATION                                                                          |  | 
|
|
|
|
| |  |                                                                                                |  | 
|
|
|
|
| |  | /s/ EDWARD G. NEWMAN                                                                           |  | 
| |  |                                                                                                |  | 
| |  | By: Edward G. Newman
President, Chief Executive Officer and
Chairman of the Board of Directors |  | 





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##### 



I, Thomas D. Davis, certify that:

1.     I have reviewed this quarterly report on Form 10-Q/A of Xybernaut Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 15, 2002

| |  |                                                                       |  | 
| |  | --------------------------------------------------------------------- |  | 
| |  | XYBERNAUT CORPORATION                                                 |  | 
|
|
|
|
| |  |                                                                       |  | 
| |  | /s/ THOMAS D. DAVIS                                                   |  | 
| |  |                                                                       |  | 
| |  | By: Thomas D. Davis
Senior Vice President and Chief Financial
Officer |  | 





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EXHIBIT INDEX

|        |      |                     |  |                                          
|------- | ---- | ------------------- |  | -----------------------------------------
|Exhibit |      |                    
|Number  |      | Exhibit Description
|        |      |                    
|        | 99.1 |                     |  | Sarbanes-Oxley Act of 2002 Certifications