U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549

                                AMENDMENT NO.1 to
                                    FORM 10-K

          [X] ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2004

          [ ]  TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from              to

     Commission File No. 000-24452

                                RMS TITANIC, INC.
                                ----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   Florida                          59-2753162
                   -------                          ----------
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

              3340 Peachtree Rd, NE, Suite 2250, Atlanta, GA 30326
              ----------------------------------------------------
                     Address of principal executive offices

          Issuer's telephone number, including area code: (404) 842-2600

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

          Securities  registered  pursuant to Section  12(g) of the Act:  Common
Stock, par value $.0001 per share

          Check  whether  the issuer (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 [ X ]

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, as of June 1, 2004, was: $19,911,886

     The number of shares outstanding of each of the registrant's classes of
common stock, as of June 1, 2004 were:
                                                      NUMBER OF SHARES
            TITLE OF EACH CLASS                         OUTSTANDING

            Common Stock, par value $.0001
            per share                                   19,275,047
<PAGE>

ITEM. 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table enumerates, as of June 1, 2004, the name, address, and
ownership, both by numerical holding and percentage of interest, of each
beneficial owner or more than five percent (5%) of the Company's outstanding
common stock (based solely on schedules filed by such holders with the Company
pursuant to Section 13(d) of the Exchange Act), the directors and executive
officers of the Company, individually, and its directors and executive officers
as a group.

                                                          Amount
Name and Address of                                    Beneficially Common Stock
Beneficial Owner                            Class         Owned      Percentage
--------------------------------------------------------------------------------
Joe Marsh (1)                               Common      2,908,768        14.3
605 Southside Drive
Akron, Ohio  44317

Arnie Geller (2).                           Common      3,637,500        19.0
c/o RMS Titanic, Inc
3340 Peachtree Road, N.E, Suite 2250.
Atlanta, GA 30326

Judith Geller (2)                           Common      1,475,000         7.4
c/o RMS Titanic, Inc
3340 Peachtree Road, N.E, Suite 2250.
Atlanta, GA 30326

Nick Cretan (3)                             Common        275,000           *
Suite 913
17 Battery Place
New York, NY 10004

Gerald Couture (4)                          Common      2,020,874        10.6
c/o RMS Titanic, Inc
3340 Peachtree Road, N.E, Suite 2250.
Atlanta, GA 30326


Doug Banker (5)                             Common        297,000           *
6508 Crane Road
Ypsilanti, MI 48197

Tom Zaller (6)                              Common        250,000           *
c/o RMS Titanic, Inc.
3340 Peachtree Road, N.E, Suite 2250.
Atlanta, GA 30326

All Officers and Directors as a Group       Common      6,480,374        27.5
   (5 persons)


(1)      Includes Mr. Marsh's latest Schedule 13D filing.
(2)      1,475,000 shares of common stock held as tenancy by the entireties with
         his wife, Judith Geller. Mr. Geller beneficial ownership includes
         options to purchase 1,850,000 shares of common stock.

                                       2
<PAGE>

(3)      Includes options to purchase 150,000 shares of common stock.
(4)      Includes options to purchase 1,350,000 shares of common stock.
(5)      Includes options to purchase 150,000 shares of common stock.
(6)      Includes options to purchase 250,000 shares of common stock.


o Owns less that 5% of the Company's outstanding common stock.



MARKET INFORMATION. The Company's common stock is traded on the over-the-counter
market. The following table sets forth the range of high and low bid quotations
of the Company's Common Stock for the periods set forth below, as reported by
OTC Bulletin Board of NASDAQ Trading & Market Services. Such quotations
represent inter-dealer quotations, without adjustment for retail markets,
markdowns or commissions, and do not necessarily represent actual transactions.

FISCAL PERIOD
                                                        COMMON STOCK

                                              HIGH                       LOW
                                              BID                        BID

2004
-----
1st Quarter ending 5/31/03               $   0.49                      $  0.04
2nd Quarter ending 8/31/03                   0.45                         0.20
3rd Quarter ending 11/30/03                  0.30                         0.21
4th Quarter ending 2/29/04                   1.90                         0.26


2003
-------
1st Quarter ending 5/31/02                   0.35                         0.15
2nd Quarter ending 8/31/02                   0.29                         0.19
3rd Quarter ending 11/30/02                  0.29                         0.09
4th Quarter ending 2/28/03                   0.14                         0.05


2002
--------
1st Quarter ending 5/31/01                   1.20                         0.42
2nd Quarter ending 8/31/01                   0.85                         0.65
3rd Quarter ending 11/30/01                  0.80                         0.39
4th Quarter ending 2/28/02                   0.55                         0.34


Common Stock

On June 10, 2004 there were 2,267 stockholders of record of common stock.

The Company has not paid or declared any dividends upon its common stock since
its inception, and intends to reinvest earnings, if any, in the Company for
future growth. Accordingly, the Company does not contemplate or anticipate
paying any dividends upon its common stock in the future.

The following is a summary of securities authorized for issuance under equity
compensation plans as of February 29, 2004:

                                       3
<PAGE>

<TABLE>
<CAPTION>


    ----------------------------------------- --------------- ----------------- ---------------------
                                                                                     Number of
                                                                                     securities
                                                Number of                       remaining available
                                               shares to be                     for future issuance
                                               issued upon        Weighted          under equity
                                               exercise of       average of      compensation plans
                                               outstanding     exercise price        (excluding
                                                 options,      of outstanding        securities
                                               warrants and       options,      reflected in column
                                                  rights        warrants and            (a)
                                                   (a)             rights               (c)
                                                                     (b)
    ----------------------------------------- --------------- ----------------- ---------------------
<S>                                          <C>              <C>               <C>
       Equity compensation plans                     --               --                  --
     approved by security holders
    ----------------------------------------- --------------- ----------------- ---------------------
      Equity compensation plans not
     approved by security holders             5,450,000             1.03              550,000
    ----------------------------------------- --------------- ----------------- ---------------------
                                       Total  5,450,000             1.03              550,000
    ----------------------------------------- --------------- ----------------- ---------------------
</TABLE>

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as part of this Report on Form 10-K:

(a) Financial Statements. The following financial statements of the Company are
included in this Annual Report:

Independent Auditors' Report                                                 F-1

Consolidated Balance Sheets at February 28, 2003
    and February 29, 2004                                                    F-2

Consolidated Statements of Operations
 and Comprehensive Operations  for the years ended
February 28(29), 2002, 2003 and 2004                                         F-3

Consolidated  Statements of Stockholders' Equity
for the years ended February 28(29), 2002, 2003 and 2004                     F-4

Consolidated  Statements of Cash Flows for the years ended
February 28(29), 2002, 2003 and 2004                                         F-5

Notes to Financial Statements                                                F-7

(b) Reports on Form 8-K during the fiscal quarter ended February 29, 2004

Date of event:    February 11, 2004
Item reported:    5

Date of event:    February 25, 2004
Item reported:    5

                                       4
<PAGE>

<TABLE>
<CAPTION>

   (c)   Exhibits.

<S>    <C>
3.1       Articles of Incorporation, as amended.

4.1       First Amendment to By-Laws of the Registrant.

4.2       Second Amendment to By-Laws of the Registrant.


10.22.1   Exhibition Tour Agreement dated March 31, 1999 between the Company and
          Magicworks  Entertainment  Inc. is  incorporated  by  reference to the
          Company's  report on Form 10-Q for the  fiscal  quarter  ended May 31,
          1999.

10.22.2   Agreement dated April 18, 2000 by and among Whitestar Marine Recovery,
          Ltd., Argosy International, Ltd. Graham Jessop and the Company.

10.22.3   Agreement  dated  April  18,  2000 by and among  the  Company,  Argosy
          International, Inc. and Graham Jessop.

10.22.4   Agreement  dated  May  7,  2001  by  and  among  the  Company,  Argosy
          International, Inc. and Graham Jessop.

10.23     Lease dated March 27, 2000 for offices in Atlanta, Georgia.

10.23.1   Stock  Option  Agreement  dated June 29, 2000  between the Company and
          Arnie Geller.

10.23.2   Employment  Agreement  dated May 6, 2001  between  the Company and Dik
          Barton.

10.23.3   Employment  Agreement  dated  February 2, 2002 between the Company and
          Arnie Geller.(*3)

10.23.4   Employment  Agreement  dated  February 2, 2002 between the Company and
          Gerald Couture.(*3)

10.24     The Company's 2000 Stock Option Plan and form of stock option.(*1)

10.30     Amendment to  Exhibition  Tour  Agreement,  dated  September 18, 2000,
          between the Company and SFX Family Entertainment Inc.

10.31     Second  Amendment  to  Exhibition  Tour  Agreement,  dated May 7, 2001
          between the Company and SFX Family Entertainment Inc.

10.32     Third  Amendment to  Exhibition  Tour  Agreement,  dated March 7, 2002
          between the Company and SFX Family Entertainment Inc.

10.33     Fourth  Amendment  to  Exhibition  Tour  Agreement,  dated May 1, 2002
          between the Company and Clear Channel Entertainment Exhibits, Inc.

10.34     Form of lease dated  October 16,  2001 for  offices and  warehouse  in
          Atlanta, Georgia..(*3)

10.35     Agreement   dated  April  2,  2002,   between  the   Company,   Argosy
          International Ltd, Danepath Ltd and Graham Jessop. (*3.1)

10.36     Stock Pledge  Agreement  dated April 2, 2002,  between the Company and
          Argosy International, Ltd. (*3.1)

                                       5
<PAGE>

10.37     Deed of Covenant from Danepath Ltd. to the Company. (*3.1)

10.38     Letter  Modification  Agreement  dated  April  4,  2002,  between  the
          Company,  Argosy  International Ltd., Danepath Ltd. and Graham Jessop.
          (*3.1)

10.39     United States Court of Appeals R.M.S. Titanic, Inc. v. The Wrecked and
          Abandoned Vessel. Opinion No. 01-2227 (*3.2)

10.40     Motion for Stay of Mandate as filed on April 22, 2002. (*3.2)

10.41     Letter Modification Agreement dated June 1, 2002, between the Company,
          Argosy International Ltd, Danepath Ltd and Graham Jessop. (*3)

10.42     Form of Settlement  Agreement between Argosy International Ltd and the
          Company is incorporated  by reference to the Company's  report on Form
          10-Q for the fiscal quarter ended November 30, 2002.

10.43     Form of Stock Pledge Agreement  between Argosy  International  Ltd and
          the Company is  incorporated  by reference to the Company's  report on
          Form 10-Q for the fiscal quarter ended November 30, 2002. .(*3.3)

10.44     Form of Settlement  Agreement and Mutual General Release of all Claims
          Known and Unknown.(*3.3)

10.45     Form of Stipulation  and [Proposed]  Order for Dismissal of Action and
          Retention of Jurisdiction. (*3.3)

10.46     Form of Judgment  pursuant to Stipulation for Entry of Judgment in the
          Event of Default. (*3.3)

10.47     Form of  Stipulation  for Entry of  Judgment  in the Event of Default.
          (*3.3)

10.48     Fifth Amendment to Exhibition  Tour  Agreement,  dated August 15, 2003
          between the Company and Clear Channel Entertainment Exhibits, Inc.(*6)

10.49     Lease   amendment  dated  August  8,  2003  for  offices  in  Atlanta,
          Georgia.(*7)

10.50     Amendment  to  Employment  Agreement  dated April 10, 2004 between the
          Company and Arnie Geller.(*7)

10.51     Amendment  to  Employment  Agreement  dated April 10, 2004 between the
          Company and Gerald Couture.(*7)

10.52     Sixth  Amendment  to  Exhibition  Tour  Agreement,  dated May 26, 2004
          between the Company and Clear Channel Entertainment Exhibits, Inc.(*7)

10.53     The Company's 2004 Stock Option Plan and form of stock option.(*8)

10.54     Employment  Agreement dated August 4, 2003 between the Company and Tom
          Zaller. (*7)

(*1)     Incorporated hereby by reference to Form 10-K for year ended February 29, 2000
(*2)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2001
(*3)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2002
(*3.1)   Incorporated hereby by reference to Form 8-K filing of April 17, 2002.
(*3.2)   Incorporated hereby by reference to Form 8-K filing of April 30, 2002.
(*3.3)   Incorporated hereby by reference to Form 8-K filing of July 16, 2002.
(*4)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2003
(*5)     Incorporated by reference to Form 10-Q for the fiscal quarter ended August 31, 2000.
(*6)     Incorporated by reference to Form 10-Q for the fiscal quarter ended August 31, 2003
(*7)     Incorporated hereby by reference to Form 10-K for year ended February 28, 2004
(*8)     Filed herein.
</TABLE>

                                       6
<PAGE>

          99        Additional Exhibits


          21        Subsidiaries of the Company

          31(a)     Certificate of Company's Chief Executive Officer required by
                    Section 302 of the Sarbanes-Oxely Act of 2002

          31(b)     Certificate of Company's Chief Financial Officer required by
                    Section 302 of the Sarbanes-Oxely Act of 2002

          32        Certificate of Company's Chief  Executive  Officer and Chief
                    Financial   Officer   required   by   Section   906  of  the
                    Sarbanes-Oxely Act of 2002

                                       7
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the Registrant had duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          RMS TITANIC, INC.

August 4, 2004                        By: /s/ Arnie Geller
                                          ---------------------------------
                                          Arnie Geller, President and Chief
                                          Executive Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and as of the date indicated:


/s/ Arnie Geller                                     August 4, 2004
-----------------------------
Arnie Geller, President,
Chief Executive Officer, Director


/s/ Gerald Couture                                   August 4, 2004
-----------------------------
Gerald Couture, Vice President, Chief
Financial Officer, Secretary,
Director


/s/ Nick Cretan                                      August 4, 2004
-----------------------------
Nick Cretan, Director


/s/ Doug Banker                                      August 4, 2004
-----------------------------
Doug Banker, Director

                                       8