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                       SECURITIES AND EXCHANGE COMMISSION

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                                   FORM 20-F/A
                                 AMENDMENT NO. 2

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(MARK ONE)

[ ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                                       OR

[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

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

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                               METAL STORM LIMITED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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                                    AUSTRALIA
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                           LEVEL 34, CENTRAL PLAZA ONE
                                345 QUEEN STREET
                               BRISBANE, QLD, 4000
                                    AUSTRALIA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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               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:

                                 ORDINARY SHARES
                                (TITLE OF CLASS)

        SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO
                           SECTION 15(d) OF THE ACT:

                                      NONE

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

                           460,245,890 ORDINARY SHARES

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) for 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 which financial statement item the registrant has
elected to follow. [ ] Item 17 [X] Item 18

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EXPLANATORY NOTE

This Amendment No. 2 on Form 20-F/A has been filed solely to amend and restate
ITEM 9.C. THE OFFER AND LISTING - MARKETS for Metal Storm Limited's annual
report on Form 20-F for the fiscal year ended December 31, 2003 that was filed
on July 15, 2004 and amended on September 8, 2004 to reflect the exemptions from
the Nasdaq Marketplace Rules granted to Metal Storm when it listed on the Nasdaq
SmallCap Market in December 2001 and that remained effective in 2003. ITEM 9.C.
THE OFFER AND LISTING - MARKETS in Metal Storm's Form 20-F for the fiscal year
ended December 31, 2003 is deleted in its entirety and replaced with ITEM 9.C.
THE OFFER AND LISTING - MARKETS set forth in this Amendment No. 2 on Form
20-F/A.

This Form 20-F/A consists of a cover page, this explanatory note, Item 9.C, the
signature page and Exhibits 12.1 and 12.2.

Other than as expressly set forth above, this Form 20-F/A does not, and does not
purport to, update or restate the information in any other Item of the Form 20-F
or reflect any events that have occurred after the Form 20-F was filed.
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ITEM 9. THE OFFER AND LISTING

C. MARKETS

      Our ordinary shares are listed on the Australian Stock Exchange under the
symbol "MST" and on the Nasdaq SmallCap Market in the form of American
Depository Receipts under the symbol "MTSX."

EXEMPTIONS FROM CERTAIN NASDAQ CORPORATE GOVERNANCE RULES

      Exemptions from the Nasdaq corporate governance standards are available to
foreign private issuers such as Metal Storm when those standards are contrary to
a law, rule or regulation of any public authority exercising jurisdiction over
such issuer or contrary to generally accepted business practices in the issuer's
country of domicile. In connection with Metal Storm's Nasdaq SmallCap Market
Listing Application, Nasdaq granted Metal Storm exemptions from certain
corporate governance standards that were contrary to the laws, rules,
regulations or generally accepted business practices in Australia. These
exemptions and the practices followed by Metal Storm during the fiscal year
ended December 31, 2003 are described below:

      -     Metal Storm was exempt from Nasdaq's audit committee charter
            requirements. Under applicable Australian law, the Australian Stock
            Exchange Listing Rules and generally accepted business practices in
            Australia, Metal Storm was not required to have a formal audit
            committee charter during 2003.

      -     Metal Storm was exempt from Nasdaq's audit committee composition
            requirements. Australian law and the Australian Stock Exchange
            Listing Rules did not require that a company listed on the
            Australian Stock Exchange have a formal audit committee during 2003.
            Nevertheless, in 2003 Metal Storm had an audit committee consisting
            of two directors who were independent within the meaning of the
            Nasdaq rules.

      -     Metal Storm was exempt from Nasdaq's independence requirements for a
            majority of the board of directors. Australian law and the
            Australian Stock Exchange Listing Rules did not require Metal Storm
            to have a majority of independent directors on the board during
            2003. During the period March 27, 2003 to December 31, 2003, Metal
            Storm did, however, have a majority of directors who were
            "independent" as defined in the Australian Stock Exchange's
            Principles of Good Corporate Governance and Best Practice
            Recommendations, which definition differs from Nasdaq's definition.
            Accordingly, because Australian law and generally accepted business
            practices in Australia regarding director independence differ to
            Nasdaq's independence requirements, Metal Storm claimed this
            exemption in 2003.

      -     Metal Storm was exempt from Nasdaq's requirement that related party
            transactions be reviewed on an ongoing basis and be approved by an
            audit committee or other independent body of the board of directors.
            Australian law and the Australian Stock Exchange Listing Rules are
            the basis for generally accepted business practices in Australia
            followed by Metal Storm with respect to related party transactions.
            Australian law provides that a public company, such as Metal Storm,
            must not give a "financial benefit" to a "related party" (each as
            defined in the Australian Corporations Act 2001) of the company
            unless it obtains shareholder approval, or unless an exception
            applies. In addition, the Australian Stock Exchange Listing Rules
            provide that a listed company must ensure that neither it nor its
            subsidiaries acquires substantial assets from, or sells substantial
            assets to, a related party without the approval of its security
            holders, unless an exception applies. There is, however, no
            requirement under Australian law or the Australian Stock Exchange
            Listing Rules for a review of related party transactions on an
            ongoing basis in the manner contemplated by the Nasdaq requirements,
            and accordingly Metal Storm claimed this exemption in 2003.

      -     Metal Storm was exempt from Nasdaq's quorum requirements applicable
            to meetings of shareholders. Consistent with Australian law, Metal
            Storm's Constitution provides that five shareholders present shall
            constitute a quorum for a general meeting. Nasdaq requires that an
            issuer provide for a quorum as specified in its by-laws for any
            meeting of the holders of common stock, which quorum may not be less
            than 33 1/3% of the outstanding shares of an issuer's voting common
            stock. Accordingly, because applicable Australian law and rules
            governing quorums at shareholder meetings differ to Nasdaq's quorum
            requirements, Metal Storm claimed this exemption in 2003.

      -     Metal Storm was exempt from the Nasdaq requirement that an issuer's
            auditors be subject to a "peer review." Neither Australian law nor
            the Australian Stock Exchange Listing Rules required "peer review"
            of independent public accountants during 2003. Accordingly, Metal
            Storm claimed this exemption in 2003.

      -     Metal Storm was exempt from the Nasdaq requirement that issuers
            obtain shareholder approval prior to the issuance of securities in
            connection with the establishment or amendment of certain stock
            option, purchase or other compensation
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            plans. Applicable Australian law and rules differ to the Nasdaq
            requirements, with the Australian Stock Exchange Listing Rules
            providing generally for prior shareholder approval in numerous
            circumstances, including (i) issuance of equity securities exceeding
            15% of the issued share capital of the company in any 12 month
            period (but in determining the 15% limit, securities issued under an
            exception to the rule or with shareholder approval are not counted),
            (ii) issuance of equity securities to related parties (as defined in
            the Australian Stock Exchange Listing Rules), and (iii) directors or
            their associates acquiring securities under an employee incentive
            plan. Generally accepted business practices in Australia also
            provide for plans involving the issue of shares to directors and
            employees being capped at no more than 5% of the total number of
            shares on issue. Metal Storm's Discretionary Share Option Scheme
            applies this 5% cap. Due to differences between Australian law and
            rules and the Nasdaq shareholder approval requirements, Metal Storm
            claimed this exemption in 2003.
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                                   SIGNATURES

      The registrant hereby certifies 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 to the annual report on its behalf.

METAL STORM LIMITED

                         By:               /s/ JAMES D. MACDONALD
                               ------------------------------------------------
                         Name:               James D. MacDonald

                         Title:   Chief Financial Officer and Company Secretary

Date: April 29, 2005