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Filed with the Securities and Exchange Commission on
    March 8, 2006
 
 Securities Act Registration
    No. 333-131222
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
    
   AMENDMENT NO. 1
    TO
 
 Form S-3
 REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
      MOBILITY ELECTRONICS,
    INC.
 (Exact Name of registrant as
    specified in its Charter)
 Delaware

86-0843914(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    I.D. Number)   17800 North Perimeter Drive, Suite 200
 Scottsdale, Arizona 85255
 (480) 596-0061
 (Address, including zip code,
    and telephone number,
 including area code, of
    Registrants principal executive offices)
      Joan W. Brubacher
 Executive Vice President and Chief Financial Officer
 17800 North Perimeter Drive, Suite 200
 Scottsdale, Arizona 85255
 (480) 596-0061
 (Name, address, including zip
    code, and telephone
 number, including area code, of
    agent for service)
      Copies of all communications to:
  Richard F. Dahlson, Esq.
 Jackson Walker L.L.P.
 2435 N. Central Expressway, Suite 600
 Richardson, Texas 75080
 (972) 744-2900
      Approximate date of commencement of proposed sale to
    public:
  o
    o
  o
  o
  o
 
 
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933, or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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The
information contained in this prospectus is not complete and may
be changed. The selling stockholders may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.   SUBJECT
    TO COMPLETION, DATED MARCH 8, 2006
 
  PROSPECTUS
  MOBILITY
    ELECTRONICS, INC.
  Common
    Stock
  3,760,264 Shares
   
   
  Investing in our common stock involves risks. See Risk
    Factors beginning on page 2
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
  
   
 PageSpecial
    Note Regarding Forward-Looking Statements


1Our Business


1Risk Factors


2Use of Proceeds


13Selling
    Stockholders


13Plan of
    Distribution


14Legal Matters


16Experts


16Where You Can Find
    More Information


16Information
    Incorporated by Reference


16Exhibit 23.1




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    the loss of, and failure to replace, any significant customers;
    the timing and success of new product introductions;
    product developments, introductions and pricing of competitors;
    the timing of substantial customer orders;
    the availability of qualified personnel;
    the performance of suppliers and subcontractors;
    difficulties in assimilating and integrating the operations,
    products and workforce of the acquired companies;
    market demand and industry and general economic or business
    conditions; and
    other factors to which this prospectus refers.       OUR
    BUSINESS    (480) 596-0061. www.mobilityelectronics.com www.igo.com
 1




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RISK
    FACTORS  Investing in our common stock involves a high degree of risk.
    You should carefully consider the following risks and all the
    other information contained and incorporated by reference in
    this prospectus before making an investment decision about our
    common stock. While the risks described below are the ones we
    believe are most important for you to consider, these risks are
    not the only ones that we face. If any of the following risks
    actually occurs, our business, operating results or financial
    condition could suffer, the trading price of our common stock
    could decline and you could lose all or part of your
    investment.
  Risks
    Related To Our Business
  If
    our revenue is not sufficient to absorb our expenses, we will
    not be profitable in the future.
 
   
      
    we fail to complete development of these products in a timely
    manner;
    we fail to achieve the performance criteria required of these
    products by our customers; or
    competitors introduce similar or superior products.    Our
    operating results are subject to significant fluctuations, and
    if our results are worse than expected, our stock price could
    fall.
   2




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
    the timing of our new product and technology introductions and
    product enhancements relative to our competitors or changes in
    our or our competitors pricing policies;
    market acceptance of our power, handheld connectivity, and
    expansion and docking products;
    the size and timing of customer orders; 
  
    our ability to effectively manage inventory levels; 
  
    delay or failure to fulfill orders for our products on a timely
    basis;
    distribution of or changes in our revenue among OEMs,
    private-label resellers and distribution partners;
    our inability to accurately forecast our contract manufacturing
    needs;
    difficulties with new product production implementation or
    supply chain;
    our suppliers ability to perform under their contracts
    with us;
    product defects and other product quality problems which may
    result from the development of new products;
    the degree and rate of growth of the markets in which we compete
    and the accompanying demand for our products;
    our ability to expand our internal and external sales forces and
    build the required infrastructure to meet anticipated growth; and
    seasonality of sales.  period-to-period
  If
    we fail to continue to introduce new products and product
    enhancements that achieve broad market acceptance on a timely
    basis, we will not be able to compete effectively, and we will
    be unable to increase or maintain our revenue.
    
    develop, in a timely manner, new products and services that keep
    pace with developments in technology and customer requirements;
    meet potentially new manufacturing requirements and cover
    potentially higher manufacturing costs of new products;
    deliver new products and services through appropriate
    distribution channels; and
    respond effectively to new product announcements by our
    competitors by quickly introducing competing products.   3




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
    loss of or delay in revenue and loss of market share;
    negative publicity and damage to our reputation and brand;
    decline in the average selling price of our products and decline
    in our overall gross margins; and
    adverse reactions in our sales and distribution channels.  The
    average selling prices of our products may decrease over their
    sales cycles, especially upon the introduction of new products,
    which may negatively affect our gross margins.
   
  We
    depend on large purchases from a few significant customers, and
    any loss, cancellation or delay in purchases by these customers
    could cause a shortfall in revenue, excess inventory and
    inventory holding or obsolescence charges.
 
 
   
 
   
  Our
    success depends in part upon sales to OEMs, whose unpredictable
    demands and requirements may subject us to potential adverse
    revenue fluctuations.
    
    competition faced by our OEM customers in their particular end
    markets;
    market acceptance of our technology and products by our OEM
    customers; 4




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
    technical challenges which may or may not be related to the
    components supplied by us;
    the technical, sales and marketing and management capabilities
    of our OEM customers; and
    the financial and other resources of our OEM customers.    Our
    success is dependent in part upon our relationships with
    strategic private-label resellers.
   
   
    
    the impact of possible recessionary environments in foreign
    economies;
    political and economic instability;
    unexpected changes in regulatory requirements;
    export restriction and availability of export licenses; and
    tariffs and other trade barriers.  We
    outsource the manufacturing and fulfillment of our products,
    which limits our control of the manufacturing process and may
    cause a delay in our ability to fill orders.
 
   
   5




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and/or
      Our
    reliance on sole sources for key components may inhibit our
    ability to meet customer demand.
        If
    we fail to protect our intellectual property, our business and
    ability to compete could suffer.
   6




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We
    may be subject to intellectual property infringement claims that
    are costly to defend and could limit our ability to use certain
    technologies in the future.
     7




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Acquisitions
    could have negative consequences, which could harm our
    business.
    
    difficulties in assimilating and integrating the operations,
    products and workforce of the acquired companies;
    acquisitions may negatively impact our results of operations
    because they may require large one-time charges or could result
    in increased debt or contingent liabilities, adverse tax
    consequences, substantial depreciation or deferred compensation
    charges, or the amortization or write down of amounts related to
    deferred compensation, goodwill and other intangible assets;
    acquisitions may be dilutive to our existing stockholders;
    acquisitions may disrupt our ongoing business and distract our
    management; and
    key personnel of the acquired company may decide not to work for
    us.    We
    may not be able to adequately manage our anticipated growth,
    which could impair our efficiency and negatively impact
    operations.
    
    increase research and development resources;
    install and implement adequate controls and management
    information systems in an effective, efficient and timely manner;
    increase the managerial skills of our supervisors;
    maintain and strengthen our relationships with our contract
    manufacturers and fulfillment provider; and
    more effectively manage our supply chain. 
  Our
    inventory management is complex and failure to properly manage
    inventory growth may result in excess or obsolete inventory, the
    write-down of which may negatively affect our operating
    results.
 
 
   
 8




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We
    have experienced returns of our products, which could in the
    future harm our reputation and negatively impact our operating
    results.
 
   
    We
    may have design quality and performance issues with our products
    that may adversely affect our reputation and our operating
    results.
    We
    may incur product liability claims which could be costly and
    could harm our reputation.
    If
    we are unable to hire additional qualified personnel as
    necessary or if we lose key personnel, we may not be able to
    successfully manage our business or achieve our
    objectives.
     9




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We
    may not be able to secure additional financing to meet our
    future capital needs.
    Risks
    Related To Our Industry
  Intense
    competition in the market for mobile electronic devices could
    adversely affect our revenue and operating results.
       10




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Should
    the market demand for mobile electronic devices decrease, we may
    not achieve anticipated revenue.
    
    increased demand by consumers and businesses for mobile
    electronic devices; and
    the number and quality of mobile electronic devices in the
    market.    If
    our products fail to comply with domestic and international
    government regulations, or if these regulations result in a
    barrier to our business, our revenue could be negatively
    impacted.
    Risks
    Related To Our Common Stock
  Our
    common stock price has been volatile, which could result in
    substantial losses for stockholders.
   11




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Our
    stock price may decline if additional shares are sold in the
    market.
 
   
 
   
  Our
    executive officers, directors and principal stockholders have
    substantial influence over us.
 
   
    Provisions
    of our certificate of incorporation and bylaws could make a
    proposed acquisition that is not approved by our board of
    directors more difficult.
    
    authorizing the issuance of preferred stock, with rights senior
    to those of the common stockholders, without common stockholder
    approval;
    prohibiting cumulative voting in the election of directors;
    a staggered board of directors, so that no more than two of our
    six directors are elected each year; and
    limiting the persons who may call special meetings of
    stockholders. 12




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Our
    stockholder rights plan may make it more difficult for others to
    obtain control over us, even if it would be beneficial to our
    stockholders.
    Delaware
    law may delay or prevent a change in control.
  2 3
 USE OF
    PROCEEDS   SELLING
    STOCKHOLDERS         13




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Shares Beneficially Owned





Shares Beneficially OwnedBefore Offering





After OfferingPercentage


Shares





PercentageName of Selling
    Stockholder

Number


Ownership


Offered


Number


OwnershipMotorola, Inc. (1)


689,656



2.2
%


1,880,132







*RadioShack Corporation (2)


689,656



2.2
%


1,880,132







*     (1)
    
    David W. Devonshire has investment and voting power over these
    shares in his capacity as Executive Vice President, Chief
    Financial Officer of Motorola, Inc.(2)
    
    David Barnes has investment and voting power over these shares
    in his capacity as Senior Vice President and Chief Financial
    Officer of RadioShack Corporation. PLAN OF
    DISTRIBUTION    
    transactions in the
    over-the-counter
    market, the Nasdaq National Market, or on one or more exchanges
    on which the securities may be listed or quoted at the time of
    sale;
    negotiated transactions;
    transactions otherwise than on the Nasdaq or exchanges;
    underwritten offerings;
    distributions to equity security holders, partners or other
    stockholders of the selling stockholders;
    through the writing of options, whether such options are listed
    on an options exchange or otherwise; or
    through a combination of these methods of sale.    
    fixed prices which may be changed;
    market prices prevailing at the time of sale;
    prices related to prevailing market prices;
    negotiated prices; or
    any other method permitted by law. 14




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Direct
    Sales, Agents, Dealers and Underwriters
    
    directly to purchasers; or
    to or through agents, dealers or underwriters designated from
    time to time.  and/or
  Regulation M
    Supplements
   15




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State
    Securities Law
    Expenses,
    Indemnification
     LEGAL
    MATTERS   EXPERTS   
 
 
 WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330. http://www.sec.gov www.mobilityelectronics.com
 INFORMATION
    INCORPORATED BY REFERENCE   
  Form 10-K
 
 
  Form 8-K
 
 16




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Form S-1 (No. 333-30264), Form 8-A.
 
    (480) 596-0061.
 17




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PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  ITEM 14.
    Other
    Expenses of Issuance and Distribution.    SEC Registration Fee

$
4,322Printing Costs

$
2,000Legal Fees and Expenses

$
10,000Accounting Fees

$
10,000Miscellaneous

$
678TOTAL

$
27,000   ITEM 15.
    Indemnification
    of Directors and Officers.  Delaware
    General Corporation Law
    Amended
    and Restated Certificate of Incorporation
    Bylaws
   II-1




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Indemnity
    Agreements
    Insurance
    ITEM 16.
    Exhibits.    
 ExhibitNumber

Description of
    Document4
.1

Certificate of Incorporation of
    the Company, and amendments thereto.(1)4
.2

Amended and Restated Bylaws of the
    Company.(2)4
.3

$25 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to Motorola, Inc.,
    dated as of March 31, 2005.(3)4
.4

$50 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to Motorola, Inc.,
    dated as of March 31, 2005.(3)4
.5

$25 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to RadioShack
    Corporation, dated as of March 31, 2005.(3)4
.6

$50 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to RadioShack
    Corporation, dated as of March 31, 2005.(3)4
.7

Strategic Partners Investment
    Agreement by and among Mobility Electronics, Inc., RadioShack
    Corporation and Motorola, Inc., dated as of March 31,
    2005.(3)5
.1

Opinion of Jackson Walker L.L.P.(4)23
.1

Consent of KPMG LLP.*23
.2

Consent of Jackson Walker L.L.P.(4)24


Power of Attorney(4)  
    *
    
    Filed herewith(1)
    
    Previously filed as exhibits to the Companys Registration
    Statement
    No. 333-30264
    on
    Form S-1
    dated February 11, 2000; to Amendment No. 1 to
    Registration Statement
    No. 333-30264
    on
    Form S-1
    dated March 28, 2000; to Amendment No. 2 to
    Registration Statement
    No. 333-30264
    on
    Form S-1
    dated May 4, 2000; to Current Report on
    Form 8-K
    filed on January 14, 2003; and to Current Report on
    Form 8-K
    filed on June 19, 2003.(2)
    
    Previously filed as an exhibit to the Companys
    Registration Statement
    No. 333-116182
    on
    Form S-8
    dated June 4, 2004.(3)
    
    Previously filed as an exhibit to Current Report on
    Form 8-K
    dated April 5, 2005. II-2




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(4)
    
    Previously filed as an exhibit to the Companys
    Registration Statement
    No. 333-131222
    on
    Form S-3
    dated January 22, 2006. 
  ITEM 17.
    Undertakings.            Provided, however,
  Form S-8,
  Form S-3 Form F-3
  Form S-1 Form S-3,
     II-3




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bona fide Provided, however,
  Provided, however,
               II-4




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II-5




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SIGNATURES
 
  Form S-3
 
  MOBILITY ELECTRONICS, INC.
  By:
    /s/  Charles R. Mollo          
   
  
 SIGNATURES

TITLE/s/  Charles R. MolloCharles
    R. Mollo

President, Chief Executive Officer
    and Chairman of the Board (Principal Executive Officer)/s/  Joan W.
    BrubacherJoan
    W. Brubacher

Chief Financial Officer and
    Executive Vice President (Principal Financial and Accounting
    Officer)/s/  *Larry
    M. Carr

Director/s/  *Jeffrey
    R. Harris

Director/s/  *William
    O. Hunt

Director/s/  *Robert
    W. Shaner

Director/s/  *Jerre
    L. Stead

Director*By:

/s/  Joan W.
    BrubacherJoan
    W. BrubacherAttorney-in-Fact  
 II-6




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EXHIBIT INDEX
  
 ExhibitNumber

Description of
    Document4
.1

Certificate of Incorporation of
    the Company, and amendments thereto.(1)4
.2

Amended and Restated Bylaws of the
    Company.(2)4
.3

$25 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to Motorola, Inc.,
    dated as of March 31, 2005.(3)4
.4

$50 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to Motorola, Inc.,
    dated as of March 31, 2005.(3)4
.5

$25 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to RadioShack
    Corporation, dated as of March 31, 2005.(3)4
.6

$50 Million Threshold Warrant
    to Purchase Shares of Common Stock issued to RadioShack
    Corporation, dated as of March 31, 2005.(3)4
.7

Strategic Partners Investment
    Agreement by and among Mobility Electronics, Inc., RadioShack
    Corporation and Motorola, Inc., dated as of March 31,
    2005.(3)5
.1

Opinion of Jackson Walker L.L.P.(4)23
.1

Consent of KPMG LLP.*23
.2

Consent of Jackson Walker L.L.P.(4)24


Power of Attorney(4)  
    *
    
    Filed herewith(1)
    
    Previously filed as exhibits to the Companys Registration
    Statement
    No. 333-30264
    on
    Form S-1
    dated February 11, 2000; to Amendment No. 1 to
    Registration Statement
    No. 333-30264
    on
    Form S-1
    dated March 28, 2000; to Amendment No. 2 to
    Registration Statement
    No. 333-30264
    on
    Form S-1
    dated May 4, 2000; to Current Report on
    Form 8-K
    filed on January 14, 2003; and to Current Report on
    Form 8-K
    filed on June 19, 2003.(2)
    
    Previously filed as an exhibit to the Companys
    Registration Statement
    No. 333-116182
    on
    Form S-8
    dated June 4, 2004.(3)
    
    Previously filed as an exhibit to Current Report on
    Form 8-K
    dated April 5, 2005. 
  (4)
    
    Previously filed as an exhibit to the Companys
    Registration Statement
    No. 333-131222
    on
    Form S-3
    dated January 22, 2006. 
 II-7