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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-K/A



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------



| | FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
| | -------------------------------------------



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------



| | FOR TRANSITION PERIOD FROM  TO
| | ------------------------------



Commission file number 0-20945



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ANTARES PHARMA, INC.

(Exact name of registrant as specified in its charter)



|                                                             |  |                                        
|------------------------------------------------------------ |  | ---------------------------------------
|Minnesota                                                    |  | 41-1350192                             
|State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification Number)



707 Eagle View Blvd,
Suite 414, Exton, PA 19341

(Address of principal executive offices) (Zip Code)



(610) 458-6200

Registrants telephone number, including area code:



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SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:



None



SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:



Common Stock, $.01 Par Value



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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  x    NO ̈



Indicate by check mark 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 the 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. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    YES ̈NO  x



Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 30, 2003, was approximately $5,961,024 (based upon the last reported sale price of $1.03 per share on June 30, 2003, on the Nasdaq Small Cap Market).



There were 37,943,796 shares of common stock outstanding as of May 4, 2004.



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EXPLANATORY NOTE



This Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, is being filed solely to amend the
information contained in the Equity Compensation Plan Information table in Item 12.



|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The first paragraph and the table under Item 12 on page 84 of the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 30, 2004, is hereby amended to read as follows:



The following table provides information as of December 31, 2003, with respect to compensation plans under which equity securities of
the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods or services.



Equity Compensation Plan Information



|                                                           |  |                                                                                               |  |                                                                             |      |                                                               |        
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | ------------------------------------------------------------- | -------
|Plan Category                                              |  | Number of securities to be issued upon exerciseof outstanding options,warrants and rights (a) |  | Weighted-averageexercise price ofoutstanding options,warrants and rights(b) |      | Number of securitiesremaining availablefor future issuance(c)
|Equity compensation plans approved by security holders     |  | 3,134,188                                                                                     |  | $                                                                           | 2.44 |                                                               | 992,552
|Equity compensation plans not approved by security holders |  |                                                                                              |  |                                                                             |     |                                                               |       
|                                                           |  |                                                                                               |  |                                                                             |      |                                                               |        
|Total                                                      |  | 3,134,188                                                                                     |  | $                                                                           | 2.44 |                                                               | 992,552
|                                                           |  |                                                                                               |  |                                                                             |      |                                                               |        



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 4, 2004.



ANTARES PHARMA, INC./s/    Roger G. HarrisonRoger G. Harrison, Ph.D. Chief Executive
Officer




Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant in the capacities indicated on May 4, 2004.



|                                                  |  |                                                                                                               |  | 
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | 
|Signature                                         |  | Title                                                                                                         |  | 
|                                                  |  |                                                                                                              
|/s/    Roger G. HarrisonRoger G. Harrison, Ph.D.  |  | Chief Executive Officer and Director (principal executive officer)                                            |  | 
|                                                  |  |                                                                                                              
|/s/    Lawrence M.
ChristianLawrence M. Christian |  | Vice President of Finance, Chief Financial Officer
and Secretary (principal financial and accounting officer) |  | 
|                                                  |  |                                                                                                              
|/s/    Jacques GonellaDr. Jacques Gonella         |  | Director, Chairman of the Board                                                                               |  | 
|                                                  |  |                                                                                                              
|/s/    Jim ClarkJim Clark                         |  | Director                                                                                                      |  | 
|                                                  |  |                                                                                                              
|/s/    Philippe DroDr. Philippe Dro.              |  | Director                                                                                                      |  | 
|                                                  |  |                                                                                                              
|/s/    Thomas GarrityThomas Garrity               |  | Director                                                                                                      |  | 
|                                                  |  |                                                                                                              
|/s/    Anton GuethAnton Gueth                     |  | Director                                                                                                      |  | 
|                                                  |  |                                                                                                              
|/s/    Rajesh ShrotriyaDr. Rajesh Shrotriya       |  | Director                                                                                                      |  |