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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                   ----------
                                   FORM 10-Q/A

 (Mark One)

[X]      Quarterly  Report  under  Section  13 or  15(d) of the  Securities  and
         Exchange Act of 1934

         For the quarterly period ended September 30, 2003

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from                 to
                                        ----------------    -------------------

                        Commission File Number 000-19828

                                SpatiaLight, Inc.
             (Exact name of registrant as specified in its charter)

            New York                                  16-1363082
 -------------------------------             ---------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  Incorporation or organization)


           Five Hamilton Landing, Suite 100, Novato, California 94949
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (415) 883-1693
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                           (Issuer's telephone number)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]     No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 34,328,210 shares of common
stock as of February 11, 2004.

                                   **********

This  amendment on Form 10-Q/A is being filed with the  Securities  and Exchange
Commission  solely to correct an  inadvertent  omittance in a  previously  filed
exhibit.



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ITEM 6   Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  4.1      Amended and Restated Certificate of Incorporation. *

                  4.2      Bylaws. *

                  10.3     Employment  Agreement between  SpatiaLight,  Inc. and
                           Theodore Banzhaf dated July 7, 2003. *

                  10.4     Time   Accelerated   Restricted   Stock   Award  Plan
                           ("TARSAP")  between  SpatiaLight,  Inc.  and Theodore
                           Banzhaf, dated as of July 7, 2003.

                  31.1     Rule  13a-14(a)/15d-14(a)  Certification of Robert A.
                           Olins.*

                  31.2     Rule  13a-14(a)/15d-14(a)  Certification  of  Timothy
                           Descamps.*

                  32.1     Certifications  of Robert  A.  Olins  Pursuant  to 18
                           U.S.C.  Section 1350, as Adopted  Pursuant to Section
                           906 of the Sarbanes-Oxley Act of 2002.*

                  32.2     Certification  of  Timothy  Descamps  Pursuant  to 18
                           U.S.C.  Section 1350, as Adopted  Pursuant to Section
                           906 of the Sarbanes-Oxley Act of 2002.*

         (b)      Report on Form 8-K:

                  None.


*Previously filed.



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SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934, as amended,  the Registrant has duly caused the report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                Date: February 12, 2004
                                      ---------------------------------




                                      By: /s/ ROBERT A. OLINS
                                      ---------------------------------
                                      Robert A. Olins
                                      Acting Chief Executive Officer


                                      By: /s/ TIMOTHY V. DESCAMPS
                                      ---------------------------------
                                      Timothy V. Descamps
                                      Chief Financial Officer