SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

[x]  QUARTERLY  REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2003

                                       OR

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

                        Commission file number: 001-31265

                             Avatech Solutions, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                      84-1035353
  -------------------------------              ---------------------------------
  (State or Other Jurisdiction of              (IRS Employer Identification No.)
  Incorporation or Organization)

   11400-A Cronridge Drive, Owings Mills, MD                        21117
----------------------------------------------------------------------------
   (Address of Principal Executive Offices)                       (Zip Code)

                                (410)581 - 8080
               ---------------------------------------------------
              (Registrant's telephone number, including area code)



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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).
Yes [  ]   No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

         Class                                 Outstanding at February 13, 2004
- - - - - - - - - - - -                        - - - - - - - - - - - - - - - - -
Common Stock, par value
    $.01 per share                                        9,484,986



<PAGE>




The Registrant hereby amends the cover page of its Quarterly Report on Form 10-Q
for the  quarterly  period ended  December  31,  2003,  which was filed with the
Commission  on  February  13,  2004,  to reflect  the  correct  I.R.S.  Employer
Identification Number of the Registrant.

                                     PART IV

ITEM 16.

EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K

Exhibit No.
31.1   Certification of Chief Executive Officer*
31.2   Certification of Chief Financial Officer*

*Filed herewith


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Amendment  to be signed on its behalf by the
undersigned, thereto duly authorized.


                                        AVATECH SOLUTIONS, INC. AND SUBSIDIARIES

Date:  March 15, 2004                   By      /s/Donald R. "Scotty" Walsh
                                           -------------------------------------
                                           Donald R. "Scotty" Walsh
                                           Chief Executive Officer

Date:  March 15, 2004                   By /s/Beth MacLaughlin
                                           -------------------------------------
                                           Beth MacLaughlin
                                           Interim Chief Financial Officer
                                           (principal financial and accounting
                                              officer)



<PAGE>



                                                                    Exhibit 31.1

                                  CERTIFICATION

     I, Donald R. Walsh, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Avatech Solutions,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  Registrant's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter (the Registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

          (a) All significant deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.

         Date: March 15, 2004                      /s/ Donald R. Walsh
                                             -----------------------------------
                                             Donald R. Walsh
                                             Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2

                                  CERTIFICATION

     I, Beth O. MacLaughlin, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Avatech Solutions,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  Registrant's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  Registrant's  internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent fiscal quarter (the Registrant's  fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Registrant's  internal control over financial  reporting;
and

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

          (a) All significant deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  Registrant's  ability  to  record,  process,
summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.


         Date: March 15, 2004                        /s/ Beth MacLaughlin
                                             -----------------------------------
                                             Beth MacLaughlin
                                             Chief Financial Officer