**SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549**





**FORM
10-KSB/A**









**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 000-22573**





**AXION
POWER INTERNATIONAL, INC.**


(Exact
name of small business issuer in its charter)





**Delaware**  **65-0774638**


(State or
other jurisdiction of  (I.R.S.
Employer


incorporation
organization)  identification
No.)





**100
Caster Avenue**


**Vaughan,
Ontario, Canada**  **L4L
5Y9**


(Address
of principal executive offices)  (Zip
Code)





(Issuer’s
telephone number)  **(905)
264-1991**





Securities
Registered under Section 12(b) of the Act





**None**





Securities
Registered under Section 12(g) of the Act





**Common
Stock, par value $.0001 per share**





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 ___









Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB





During
the year ended December 31, 2004, we had no revenue.





On March
29, 2005, the quoted bid and asked prices for our common stock were $2.60 and
$2.40 respectively. Based on the average of the bid and asked prices, the
aggregate market value of the 3,826,233 shares of voting common stock held by
non-affiliates was $9,565,582 .





On March
29, 2005, the
number of shares of common stock issued and outstanding was
14,536,933.







Parts of
our definitive Proxy Statement for the 2005 Annual Meeting of Shareholders are
incorporated by reference in Parts I and III of this Annual Report on Form
10-KSB.











Transitional
Small Business Disclosure Format (Check one):  Yes
___  No X





**** **EXPLANATORY
NOTE**





This
Amendment No. 1 to our Annual Report on Form 10-KSB for the year ended December
31, 2004, as originally filed on March 30, 2005 is being filed solely to amend
the table of exhibits under Item 13 and to correct certain typographical errors
in Exhibits 32.1 and 32.2.





No other
changes have been made to this Report. This Amendment No. 1 does not update any
other disclosures to reflect developments since the original date of
filing.





**ITEM
13.**  **EXHIBITS
AND REPORTS ON FORM 8-K.**





(a)  Exhibits:





31.1
    Certification
      of Principal Executive Officer
    Previously filed31.2
    Certification
      of Principal Financial Officer
    Previously filed32.1
    Corrected
      Statement of Chief Executive Officer Pursuant to Section1350
      of Title 18 of the United States Code32.2
    Corrected
      Statement of Chief Financial Officer Pursuant to Section1350 of Title 18
      of the United States Code





**SIGNATURES**





In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





**AXION
POWER INTERNATIONAL, INC.**





By  /s/
Charles Mazzacato


Thomas
Granville, Chief Executive Officer and Director


Date June
1, 2005





By  /s/
Peter Roston


Peter
Roston, Chief Financial Officer


Date June
1, 2005


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