|UNITED
        STATES
        SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, D.C. 20549
|-----------------------------------------------------------------------------------------------



FORM 20-F/A



(Amendment No. 1)



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2004

Commission file number: 000-30078



WAVECOM S.A.(Exact name of Registrant as specified in its charter)



France(Jurisdiction of Incorporation or Organization)



3, esplanade du Foncet
92442 Issy-les-Moulineaux Cedex,
France
Tel. 011 33 1 46 29 08 00(Address of Principal Executive Offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12(g) of the Act:



|Title of each class                                                                                                                                                                                                         |  | Name of each exchange on which
registered
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|                                                                                                                                                                                                                            |  |                                          
|Shares, nominal value €1.00 each*
American Depositary Shares, evidenced by
American Depositary Receipts, each representing one Share.                                                                                       |  | NASDAQ National Market                   
|                                                                                                                                                                                                                            |  |                                          
|* The Shares are not traded on the NASDAQ National Market but are registered only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.



Securities
  for which there is a reporting obligation pursuant to Section 15(d) of
  the Act:



None



The number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.



| | Shares (including 156,345 shares of treasury stock) | 15,506,290 | 
| | --------------------------------------------------- | ---------- | 



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
Indicate by check mark which financial statement item the Registrant has elected to follow.

      Item 17 
        Item 18
|-------------------------------------------------------------------------------------------------------------------------------------------



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TABLE OF CONTENTS

|Explanatory Note |  | 2                      
|---------------- |  | -----------------------
|                
|Item 15          |  | Controls and Procedures
|                 |  |                        
|Exhibit 12.1     |  |                        
|Exhibit 12.2     |  |                        
|Exhibit 13.1     |  |                        
|Exhibit 13.2     |  |                        



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EXPLANATORY
  NOTE

This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (Amendment No. 1), filed on April 7, 2005, is being filed solely for the purpose of amending Item 15 to restate the conclusion of our Chief Executive Officer and Chief Financial Officer with respect to the effectiveness of our disclosure controls and procedures.  We hereby replace Item 15 of the Form 20-F filed on April 7, 2005, with the amended Item 15 set forth in this Amendment No. 1.

This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2004, filed on April 7, 2005, except for the certifications which speak as of their respective dates and the filing date of this Amendment No. 1. Other than for the purpose of amending Item 15, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the annual report on Form 20-F filed on April 7, 2005.



2



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Item 15. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2004. As a result of the material weakness in internal control over financial reporting for the financial year 2003 which was identified in February 2005, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2004, our disclosure controls and procedures were not effective.

In
  February 2005, during the process of closing our financial statements for the
  year ended December 31, 2004, the Companys management, together with
  Ernst & Young Audit, our independent registered public accounting firm,
  identified an error in accounting related to our deferred income tax during
  the year ended December 31, 2003. We believe that the error was the result
  of a material weakness in internal control over financial reporting (as defined
  by the Public Company Accounting Oversight Boards Auditing Standard No.
  2), and we decided to restate our U.S. GAAP financial statements for the fiscal
  year 2003. On February 28, 2005, we filed an amended Annual Report on Form
  20-F/A for the year ended December 31, 2003, with the U.S. Securities and
  Exchange Commission. The adjustments in our restated financial accounts reflected
  an increase of approximately €5 million in income tax expense for
  fiscal year 2003. Our net result for the year ended December 31, 2003,
  was restated to a net loss of €31.1 million from the previously published
  net loss of €25.9 million.

The Audit Committee of the Companys Board of Directors, and the Board of Directors itself, have reviewed the reports of management and Ernst & Young Audit with respect to this matter, including managements recommendations regarding how to remedy the material weakness at Wavecom.

We intend to implement a more stringent review process over the filing of tax returns and preparation of our deferred tax computations on a prospective basis during the first half of 2005. We intend to outsource the review of all recurrent tax declarations to an outside reputable firm.

Other than the change described above with regard to the filing of tax returns and the preparation of our deferred tax computations, which is to take effect on a prospective basis during the first half of 2005, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal year ended December 31, 2004, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



3



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SIGNATURE

Wavecom
  S.A. hereby confirms that it meets all of the requirements for filing on Form 20-F/A
  and that it has duly caused and authorized the undersigned to sign this Amendment
  No. 1 on its behalf.



|                                |     | WAVECOM
        S.A.                           
|------------------------------- | --- | -----------------------------------------------
|                                |     |                                                
|Date:
        November  8, 2005 | By: | /s/
        CHANTAL BOURGEAT                   
|                                |     | Chantal
        BourgeatChief Financial Officer