SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                  FORM 10-QSB/A

                                 Amendment No. 1
                               ------------------

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the quarterly period ended June 30, 2004

[ ] Transition  report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For the transition period from _____________ to _____________.

                        Commission File Number 000-50813

                     Sand Hill IT Security Acquisition Corp.
                        --------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)



     Delaware 20-0996152                               20-0096152
 (State or other Jurisdiction              (I.R.S. Employer Identification No.)
     of incorporation)

    3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025
                     (Address of Principal Executive Office)

                                 (650) 926-7022
                (Issuer's Telephone Number, Including Area Code)

Check  whether the issuer (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 [ ] No [X]

As of August 25,  2004,  5,110,000  shares of common  stock,  par value $.01 per
share, were issued and outstanding.

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

<PAGE>



                                Explanatory Note

On September 8, 2004,  Sand Hill IT Security  Acquisition  Corp. (the "Company")
filed a Quarterly Report on Form 10-Q for the fiscal period ending June 30, 2004
which  incorrectly  stated on the cover  page  that as of  August  25,  2004 the
Company had 4,110,000 shares of Common Stock outstanding.  The Company is filing
this  amendment  on Form  10-Q/A  solely to amend the  cover  page to  correctly
reflect  that as of August 25, 2004 the Company had  5,110,000  shares of Common
Stock outstanding.

This Form 10-Q/A only  reflects  the  correction  referenced  above and does not
otherwise  reflect events  occurring after the filing of the original  Quarterly
Report on Form 10-Q or otherwise modify or update those disclosures.


<PAGE>


Part II.  OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8-K

         (a) Exhibits:

             31.1   Section 302 Certification by CEO

             31.2   Section 302 Certification by CFO

         (b) Reports on Form 8-K:

             Date               Items         Financial Statements

             August 3, 2004     5, 7          Audited Financial Statements for
                                              the periods from April 15, 2004
                                              (inception) to June 30, 2004 and
                                              April 15, 2004 (Inception) to
                                              April 20, 2004

<PAGE>


SIGNATURES

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

                                    Dated:  October 8, 2004

                                    SAND HILL IT SECURITY ACQUISITION CORP.


                                       /s/ Humphrey P. Polanen
                                       ---------------------------------------
                                       Humphrey P. Polanen
                                       Chief Executive Officer


                                       /s/ Cary M. Grossman
                                       ---------------------------------------
                                       Cary M. Grossman
                                       Chief Financial Office and Secretary




<PAGE>


                                  EXHIBIT INDEX


         Number                     Description
         ---------------------------------------------------
         31.1              Section 302 Certification by CEO

         31.2              Section 302 Certification by CFO