**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**WASHINGTON,
      D.C. 20549**





FORM
      10-QSB/A (FIRST AMENDMENT)





[X]  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      quarterly period ended June 30, 2005





[
      ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934 for the transition period from


_________________
      to _______________





Commission
      File Number 0-27418





**eLINEAR,
      INC.**


(Exact
      name of small business issuer as specified in its charter)








Delaware
            
            76-0478045(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)





2901
      West Sam Houston Parkway North, Suite E-300, Houston, Texas
      77043


(Address
      of principal executive offices)





(713)
      896-0500


(Issuer’s
      telephone number)











Check
      whether the issuer has (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
      [_]





As
      of
      August 5, 2005, there were outstanding 24,566,022 shares of common stock, $.02
      par value per share.





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











**Explanatory
      Note**





This
      Amendment No. 1 to our quarterly report on Form 10-Q/A (this “Amendment”')
      amends our quarterly report on Form 10-Q for the quarter ended June 30, 2005
      filed on August 12, 2005 (the “Initial Filing”). We have filed this Amendment to
      amend  Item 4
      of Part II. No other information contained in the Initial Filing, including
      our
      financial statements and the notes thereto, has been modified or updated in
      any
      way.




Item
        4.  Submission
        of Matters to a Vote of Security Holders





The
      annual meeting of shareholders of the Company was held on June 2, 2005, in
      Houston, Texas, for the purpose of electing six directors, approving the 2005
      employee stock purchase plan, approving the 2005 employee stock option plan
      and
      ratification of auditors. Proxies for the meeting were solicited pursuant to
      Section 14(a) of the Securities Exchange Act of 1934, and there was no
      solicitation in opposition to management’s solicitations.





Proposal
      1: Each of the six directors nominated by the board of directors and listed
      in
      the proxy statement was elected with votes as follows:





NOMINEE
            
            SHARES
                FOR
            
            SHARES
                WITHHELDKevan
                M. Casey
            
            
            19,412,416
            
            
            59,200Michael
                Lewis
            
            
            19,405,801
            
            
            65,815Tommy
                Allen
            
            
            19,414,016
            
            
            57,600J.
                Leonard Ivins
            
            
            19,406,001
            
            
            65,615Carl
                A. Chase
            
            
            19,413,716
            
            
            57,900Ryan
                Cravey
            
            
            19,407,601
            
            
            64,015





Proposals
      2-4: In addition to electing six directors, three proposals were submitted
      to
      shareholders for approval. Those proposals and results of the voting are as
      follows:





PROPOSAL
            
            SHARES
                NEEDED FOR APPROVAL
            
            SHARES
                FOR
            
            SHARES
                AGAINST
            
            SHARES
                ABSTAININGApproval
                of 2005 Employee Stock Purchase Plan
            
            
            11,320,000
            
            
            13,392,547
            
            
            163,706
            
            
            2,645Approval
                of 2005 Stock Option Plan
            
            
            11,320,000
            
            
            13,374,905
            
            
            181,448
            
            
            2,545Ratification
                of Lopez, Blevins, Bork & Associates LLP
            
            
            11,320,000
            
            
            19,423,680
            
            
            42,161
            
            
            5,775







**SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereto duly
      authorized.





Signature     Title    Date








/s/
      Michael Lewis    Chief
      Executive Officer and Director   September
      2, 2005


Michael
      Lewis











/s/
      Joann Agee    Principal
      Accounting Officer and Controller  September
      2, 2005


Joann
      Agee