U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT No. 1 to
                                    FORM 10-K
                    -----------------------------------------


[ X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934

                    For the fiscal year ended August 31, 2004

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934


                              EAGLE BROADBAND, INC.
             (Exact name of registrant as specified in its charter)

                       Commission file number: 001-154649

                  Texas                                           76-0494995
                  -----                                           ----------
      (State or Other Jurisdiction of                         (I.R.S. Employer
       Incorporation or Organization)                        Identification No.)



      101 Courageous Drive, League City, Texas                     77573
      ----------------------------------------                     -----
      (Address of Principal Executive Office)                    (Zip Code)


                                  281-538-6000
              (Registrant's Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Exchange Act: Common
Stock

Securities registered pursuant to Section 12(g) of the Exchange Act: None

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 [ X ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of 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 [ X ] No [ ]

Issuer's revenues for its fiscal year ended August 31, 2004, were $12,490,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price of the common stock on the American Stock
Exchange on November 26, 2004, was $188,581,000. As of November 26, 2004,
registrant had 212,017,000 shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                       1
<PAGE>


                                EXPLANATION NOTE


Eagle Broadband, Inc. (the "Company") hereby amends Items 10, 11, 12 and 13 of
its Annual Report on Form 10-K for the fiscal year ended August 31, 2004, as
filed with the Securities and Exchange Commission on November 30, 2004, to add
the additional information contained herein.

                                    Part III


Item 10. Directors and Executive Officers

     The directors and executive officers are as follows:

              Nominee                  Age             Position

         David A. Weisman               42       Chairman of the Board and Chief
                                                 Executive Officer
         Eric Blachno                   42       Chief Financial Officer
         David Micek                    51       Chief Operating Officer
         Randall Shapiro                44       Vice President of Marketing
         Christopher W. Futer           66       Director and Secretary
         Dr. H. Dean Cubley             63       Director
         A. L. Clifford                 60       Director
         Dr. Glenn Allan Goerke         73       Director
         C. J. Reinhartsen              62       Director
         Lorne E. Persons, Jr.          58       Director
         James D. Yarbrough             48       Director


     MR. DAVID A. WEISMAN. Mr. Weisman has served as director and Chief
Executive Officer of Eagle since October 2003 and as Chairman of the Board since
April 2004. Mr. Weisman brings more than 18 years of senior level management
experience with both startup and established technology companies to Eagle
including sales/marketing management and turn-around experience. Most recently
he was brought in by the board of directors of Silicon Valley security software
firm IP Dynamics to build and lead sales and marketing organizations where he
successfully launched the company into the enterprise, service provider and
government/military security markets. Before IP Dynamics, Weisman co-founded and
was vice president, sales and marketing, for Canyon Networks, a
telecommunications equipment startup focused on broadband subscriber services
provisioning and management for telcos and service providers. He was also vice
president, marketing and customer service, for multi-service WAN equipment
provider, ACT Networks, where he was responsible for product management,
marketing and customer support activities until the company's $275 million
acquisition by Clarent Corporation. Weisman also co-founded and served as vice
president, sales & marketing, for the commercial broadband networking company
Thomson Enterprise Networks where he was instrumental in winning a $450 million
multi-media, broadband network contract with the British Army and the company's
subsequent acquisition in 1999. Weisman also served as a pilot with the United
States Air Force Reserve and saw active combat duty in Central America and
Operation Desert Storm. He holds a B.A. in economics and international relations
from U.C.L.A.

     ERIC BLACHNO. Mr. Blanchno has served as Chief Financial Officer since
November 2004. Mr. Blachno brings almost two decades of financial and management
leadership and Wall Street, technology and telecommunications industry
experience with both Fortune 500 and emerging growth companies. Most recently he
served as Vice President of Finance and Chief Financial Officer at Cascade
Microtech, a manufacturer of semiconductor equipment, where he helped lead the
company to profitability while managing the financial, accounting and treasury
functions. Prior to Cascade Microtech, Mr. Blachno served as Vice President of
Finance and Chief Financial Officer at Luminent, Inc., a leading provider of
fiber optic components where he was responsible for corporate strategy as well
as all financial, accounting and treasury and investor relations functions.
While at Luminent, he took the company public with $144 million IPO and
profitability scaled the business from $60 million to a $200 million revenue run
rate with two years until the company's merger with MRV Communications. Prior to
his senior financial management positions at Cascade Microtech and Luminent ,Mr.
Blachno served as managing director at a technology and investment banking firm
PMG Capital Corporation, where he led the company's technology group and
communications equipment equity research. He holds an MBA in Finance from the
Wharton School, University of Pennsylvania, an MS in Telecommunications from
Pace University, and a BS in Computer Science from the University of Florida.


                                       2
<PAGE>


     DAVID MICEK. Mr. Micek has served as Chief Operating Officer since November
2004. Mr. Micek brings more than 25 years of senior-level product development,
sales, marketing, operations and general management experience with Fortune 500,
start-up companies and corporate turnarounds to Eagle Broadband. Most recently,
Mr. Micek was President at Internet search company Alta Vista Software where he
led a restructuring, reduced costs and directed the successful sale of the
company's enterprise software business. Before Alta Vista, he was President and
CEO of wireless networking company Zeus Wireless where he refocused the company
on high growth markets, signed major new customers and negotiated the successful
sale of the company. Mr. Micek was also President and CEO of broadband video
software tools company iKnowledge, where he restructured the company, raised new
financing and implemented a new business plan focused on achieving aggressive
revenue growth targets. Mr. Micek holds an MBA from the University of Southern
California.

     RANDAL S. SHAPIRO. Mr. Shapiro has served as the Vice President of
Marketing since December 2003. Mr. Shapiro has more than 17 years of sales,
business development and marketing management experience in telecommunications,
networking, enterprise software and services with both startup and established
technology companies. Prior to joining the Company, Randy was responsible for
all marketing functions at security software startup IP Dynamics. Before IP
Dynamics, he managed overall marketing functions for Canyon Networks, a
telecommunications equipment startup focused on subscriber services provisioning
and management for major telcos. Randy also was Director, Product Marketing for
Thomson Enterprise Networks where he formulated the company's sales/marketing
strategies and launched a next-generation ATM switch product line which led to a
$450 million multi-media network contract win with the British Army and the
division's acquisition by Thomson-SA. Randy also was Director, Marketing and
Business Development at technology training and marketing services company, Wave
Technologies, where he led the marketing and business development efforts for
the company's marketing services division. He holds a B.S. in Business &
Marketing from the University of Arizona.

     CHRISTOPHER W. "JAMES" FUTER. Mr. Futer has served as a director and
Secretary of Eagle since March 1996 and served as executive vice president of
Eagle from 1996 to July 2002 when he retired. Before that, Mr. Futer served as
sales manager of Eagle Aerospace, Inc. Telecom Division from November 1994 until
February 1996. Mr. Futer's spectrum of experience has included work in the
fields of hi-tech flight simulation and display technologies (especially those
of light emitting diodes and liquid crystal displays), and in consumer
electronics. His international background includes work with Hatfield
Instrument, Canadian Aviation Electronics, located in Montreal, Canada, General
Instruments, Litronix, and Siemens.

     DR. H. DEAN CUBLEY. Dr. Cubley has served on the board of Eagle since March
1996, as Chief Technology Officer from October 2003 until September 2004, as
Chief Executive Officer from March 1996 until October 2003, and as president
from March 1996 until September 2001. Before that, Dr. Cubley served as
vice-president of Eagle Telecom, Inc. from 1993 to March 1996. Dr. Cubley is
also a member of the Oversight Committee for the University of Houston Epitaxy
Center, which managed the Wake Shield Flight aboard the Shuttle in September
1995. Dr. Cubley has over 35 years of extensive experience in the field of
telecommunications. From 1965 to 1984, Dr. Cubley worked for the NASA Manned
Spacecraft Center in the Electromagnetic Systems Branch of the Engineering and
Development Directorate. Dr. Cubley received a Bachelor of Science degree in
electrical engineering from the University of Texas in 1964 and a master's
degree in electrical engineering from the University of Texas in 1965. In 1970,
Dr. Cubley received his Ph.D. in electrical engineering from the University of
Houston.

     A. L. CLIFFORD. Mr. Clifford has served as a director since December 1996.
Mr. Clifford has served as chairman of Clifford & Associates, a company involved
in the distribution of electrical and electronic products throughout the
Midwest. Mr. Clifford serves as a chief executive officer and president of
Dynaflex, a manufacturer, importer, and assembler of voice, video and data
infrastructure products sold through out the United States. Additionally, he
serves as chairman and chief executive officer of Stirling Connectors, a
manufacturer of coaxial cable connectors and accessories. The products are sold
world-wide with facilities in the United States, Canada and Taiwan. Mr. Clifford
is a graduate of the University of Miami, where he studied business and attended
law school.

     DR. GLENN ALLAN GOERKE. Dr. Goerke has served as a director since March
2000. Dr. Goerke has served as vice president of Edusafe Systems, Inc. since
1996. Dr. Goerke is president emeritus of the University of Houston and
currently serves as a director of The Institute for the Future of Higher
Education. Prior to his current position, Dr. Goerke served as president of the
University of Houston from June 1995 to September 1997, and president of the
University of Houston - Clear Lake from August 1991 to June 1995 and has been
associated with the University of Houston system since 1986. While at the
University of Houston, Dr. Goerke initiated significant international program
development with particular focus on Mexico and Taiwan and received the
"Breaking the Mold" award given by the Texas Comptroller's Office for
responsible fiscal planning efforts. Dr. Goerke received his Ph.D. in Adult and
Higher Education from Michigan State University in 1962. Dr. Goerke received his
M.A. and B.A. degrees from Eastern Michigan University in 1955 and 1952,
respectively.

     C. J. (JIM) REINHARTSEN. Mr. Reinhartsen has served as director since
November 2002. Mr. Reinhartsen has served as President of the Clear Lake Area
Economic Development Foundation, which is now known as Bay Area Houston Economic
Partnership (BAHEP) since 1993. His accomplishments at BAHEP included initiating
a regional coalition, subsequently expanded to a national level, to support NASA
and the aerospace industry and initiating a successful strategy to diversify the
economic profile of the Clear Lake region. Prior to his association with BAHEP,
Mr. Reinhartsen was part of the Grumman Aerospace management team and
established a manufacturing presence with energy companies the target market.
This venture prospered and expanded to $60 million in sales and employed 600
people.


                                       3
<PAGE>


     LORNE E. PERSONS, JR. Mr. Persons has served as director since March 2003.
With over 30 years experience in the insurance industry, Mr. Persons has served
as president for over five years of National Insurance Marketing Corporation,
Aurora, Colorado, currently contracted to National States Insurance Company as a
regional sales and recruiting director in a five-state area. He recruits and
manages a sales force of agents and brokers that has proven to be the second
largest producer of life insurance sales within National States Insurance
Company.

     JUDGE JAMES D. YARBROUGH. Judge Yarbrough has served as a director of Eagle
since October 2004. Judge Yarbrough has served as Chief Executive Officer and
County Judge of Galveston County since 1995. Prior to being elect to Galveston
County, he was the founding principal of James D. Yarbrough & Company, which
provided contract management and financial consulting services for corporations
and small businesses. He also serves as a director on a number of corporate and
civic boards. He is a director of American National Insurance Company, chair of
its compensation committee, and a member and financial expert for its audit
committee.


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires our directors, executive
officers, and the persons who beneficially own more than ten percent of our
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to us. Based solely on the reports received by us and on the
representations of the reporting persons, we believe that these persons have
complied with all applicable filing requirements during the fiscal year ended
August 31, 2004, except for a late Form 3 filing by Messers. Goerke, Reinhartsen
and Persons and a late Form 4 and/or Form 5 of Messrs. Weisman, Cubley, Futer,
Goerke, Reinhartsen, and Persons for the issuance of options. Each late Form 3,
Form 4 and/or Form 5 is subsequently being filed.

Audit Committee

     The Company has a standing Audit Committee of the Board consisting of four
non-employee directors: Messrs. Clifford, Goerke.Yarbrough and Reinhartsen The
Board has determined that Mr. Yarbrough is an audit committee financial expert
and independent as defined by Item 401(h) of Regulation S-K of the Exchange Act.

Code of Ethics for the CEO, CFO and Senior Financial Officers

     In December 2003, in accordance with SEC Rules, the Audit Committee and the
Board adopted the CEO, CFO and Senior Financial Officers Code of Ethical
Conduct, as amended on October 25, 2004. The Board believes that these
individuals must set an exemplary standard of conduct, particularly n the areas
of accounting, internal accounting control, auditing and finance. This code sets
forth ethical standards the designated officers must adhere to and other aspects
of accounting, auditing and financial compliance. The full text of the Code of
Ethics for the CEO, CFO and Senior Financial Officers has been posted to the
Company's website, and can be found under the Corporate Governance link.


Item 11.  Executive Compensation

The following table contains compensation data for our named executive officers
for the fiscal years ended August 31, 2004, 2004, 2003 and 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                 ANNUAL               LONG TERM
                                               COMPENSATION       COMPENSATION AWARDS
                                               ------------       ---------------------
                                                                      Securities Underlying        ALL OTHER
              NAME AND                             Salary   Bonus          Options             COMPENSATION
         PRINCIPAL POSITIONS             YEAR       ($)      ($)              (#)                   ($)
         -------------------             ----    ---------    ---      ---------------------    ------------
<S>                                      <C>      <C>                        <C>                  <C>
H. Dean Cubley, (1)                      2004     $275,558                   2,037,500            $320,000(2)
                                         2003     $275,000                     300,000                  -0-
                                         2002     $275,000                     300,000                  -0-

David Weisman,    (3)                    2004     $345,120                   1,237,500                  -0-
                                         2003           -0-                         -0-                 -0-
                                         2002

Billie Mize, Technology Support          2004     $114,129                     350,000            $ 56,000(4)
                                         2003     $157,360                     350,000                  -0-
                                         2002     $ 11,487                          -0-                 -0-

John Nagel, Vice President Services      2004     $112,180                     350,000            $ 56,000(5)
                                         2003     $110,000                     350,000                  -0-
                                         2002     $110,000                          -0-                 -0-

Jonathan Hayden,                         2004     $194,539                     400,000            $ 48,000(6)
  Vice President Engineering             2003     $ 90,000                     300,000                  -0-
                                         2002     $ 90,000                          -0-                 -0-

Randall Shapiro,                         2004     $164,113                     810,000                  -0-
Vice President Marketing                 2003           -0-                         -0-                 -0-
                                         2002           -0-                         -0-                 -0-

</TABLE>

(1)  Dr. Cubley served as chief executive officer from March 1996 until October
     2003.

(2)  The dollar value of the difference between the purchase price and the
     market price, in connection to a promissory note, dated December 10, 2004,
     by the Company in favor of Dr. Cubley. Pursuant to which the Company bought
     Dr. Cubley's options to purchase 2,000,000 shares at $1.34 (the difference
     between the option price and the guarantee of $1.75), in exchange for a
     promissory note and a guarantee by the Company to buy back the options at
     $1.75. The amount of the actual compensation received will depend on the
     market price when Dr. Cubley enforces the guarantee.

(3)  Mr. Weisman was elected chief executive officer in October 2003.

(4)  The dollar value of the difference between the purchase price and the
     market price, in connection to a promissory note, dated December 10, 2004,
     by the Company in favor of Ms. Mize. Pursuant to which the Company bought
     Ms. Mize's options to purchase 350,000 shares at $1.34 (the difference
     between the option price and the guarantee of $1.75), in exchange for a
     promissory note and a guarantee by the Company to buy back the options at
     $1.75. The amount of the actual amount of compensation received will depend
     on the market price when Ms. Mize enforces the guarantee.

(5)  The dollar value of the difference between the purchase price and the
     market price, in connection to a promissory note, dated December 10, 2004,
     by the Company in favor of Mr. Nagel. Pursuant to which the Company bought
     Mr. Nagel's options to purchase 350,000 shares at $1.34 (the difference
     between the option price and the guarantee of $1.75), in exchange for a
     promissory note and a guarantee by the Company to buy back the options at
     $1.75. The amount of the actual amount of compensation received will depend
     on the market price when Mr. Nagel enforces the guarantee.

(6)  The dollar value of the difference between the purchase price and the
     market price, in connection to a promissory note, dated December 10, 2004,
     by the Company in favor of Mr. Hayden. Pursuant to which the Company bought
     Mr. Hayden's options to purchase 300,000 shares at $1.34 (the difference
     between the option price and the guarantee of $1.75), in exchange for a
     promissory note and a guarantee by the Company to buy back the options at
     $1.75. The amount of the actual amount of compensation received will depend
     on the market price when Mr. Hayden enforces the guarantee.

                                       4
<PAGE>


     The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 2004 to our named
executive officers. No stock appreciation rights were issued during the fiscal
year.
<TABLE>
<CAPTION>
<S>                 <C>           <C>             <C>            <C>          <C>            <C>            <C>
                                                                                                 Potential Realizable
                                                                                                   Value At Assumed
                                 Individual Grants                                              Annual Rates of Stock
                                                                                                Appreciation for Option
                                    % of Total                                                         Term (a)
                     Number of       Options        Exercise/
                     Securities     Granted To        Base
                      Options         Fiscal          Price       Expiration
    Name              Granted         Year(1)       ($/Share)        Date       5% ($)(b)     10% ($)(b)      0% ($)(b)

H. Dean Cubley       2,000,000          33%           $0.41         9/1/08     $3,470,145     $4,121,063     $2,820,000
                        37,500           *            $1.00        6/15/09         $1,875         $2,250
David Weisman          300,000           5%           $0.41         9/1/08       $520,580       $618,159       $423,000
                       400,000           7%           $0.60         9/1/08       $600,574       $713,148       $488,000
                       500,000           9%           $0.75         9/1/08       $658,416       $781,833       $535,000
                        37,500           *            $1.00        6/15/09         $1,875         $2,250
Billie Mize            350,000           6%           $0.41         9/1/08       $607,343       $721,186       $493,500
John Nagel             350,000           6%           $0.41         9/1/08       $607,343       $721,186       $493,500
Jonathan Hayden        400,000           7%           $0.41         9/1/08       $694,106       $824,213       $564,000
Randall Shapiro         75,000           2%           $0.41         9/1/08       $129,827       $153,903        $34,500
                       150,000           3%           $0.41         2/1/05         $6,426         $6,852         $6,000
                       100,000           2%           $1.13         2/1/05             $0             $0
                       100,000           2%           $1.10         9/1/08        $29,464        $34,928        $24,000
                       100,000           2%           $1.00         9/1/08        $41,741        $49,482        $34,000
                       100,000           2%           $0.90         9/1/08        $54,018        $64,035        $44,000
                        85,000           2%           $0.60         9/1/08        $77,221        $91,541        $62,900
                       100,000           2%           $0.75         9/1/08        $72,432        $85,865        $59,000
* Less than 1%

(1)  Percentages are based on 6,082,500 options issued and are rounded up to the
     nearest whole number.
</TABLE>

     The following table sets forth information concerning option exercises
during the fiscal year ended August 31, 2004 and option holdings as of August
31, 2004 with respect to our named executive officers. No stock appreciation
rights were outstanding at the end of the fiscal year.

                                       5
<PAGE>

<TABLE>
<CAPTION>
<S>                <C>               <C>        <C>         <C>    <C>    <C>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values


                                       Value        Number of Securities       Value of Unexercised
                    Shares Acquired   Realized     Underlying Unexercised          In-the-Money
      Name          on Exercise (#)      ($)        Options at FY-End (#)      Options at FY-End ($)
      ----          ---------------   --------  --------------------------  ----------------------------
                                                Exercisable  Unexercisable  Exercisable  Unexercisable
                                                -----------  -------------  -----------  -------------
  H. Dean Cubley          -0-            -0-     2,037,500         0         $ 920,000        -0-
  David Weisman           -0-            -0-     1,237,500        -0-        $ 306,000        -0-
  Billie Mize             -0-            -0-       350,000        -0-        $ 161,000        -0-
  John Nagel              -0-            -0-       350,000        -0-        $ 161,000        -0-
  Jonathan Hayden         -0-            -0-       400,000        -0-        $ 184,000        -0-
  Randall Shapiro         -0-            -0-       172,222      637,778      $ 149,833     $554,867
</TABLE>
     The fair market value of our common stock at August 31, 2004 was $0.87 per
share.

Executive Employment Contracts

     Mr. David Weisman has an existing employment agreement with the Company
that he entered into effective September 2003. Mr. Weisman's current agreement
for the position of chief executive officer is at an annual salary of $275,000
and is effective through April, 2 2005. The agreement includes incentives of
options some of which vest over the 18 month duration of his employment
contract, some of which are based upon the attainment of market capitalization
milestones and some of which are based on the cumulative revenue of the Company.
To date, Mr. Weisman has earned options to purchase 1,237,500 shares at an
exercise price of ranging from $0.41 per share to $0.75 per share.

     Mr. Weisman's agreement has early termination provisions and standard
non-compete, non-disclosure, trade secret, and proprietary information
protection.

     David Micek's employment agreement, effective November 15, 2004, provides
for an annual salary of $190,000 and is effective through November 2007, and
shall be extended until November 2009, if agreed by both the Company and him.
Mr. Micek has the right to purchase 500,000 shares of Company common stock
exercisable at a price per share of $0.62, of which 13,889 shares of Company
common stock shall vest on November 15, 2004; thereafter, 13,889 shares of
Company common stock shall vest on the 15th day of each month of Mr. Micek's
employment. The common stock issuable thereunder shall be registered with the
SEC on a Form S-8. Mr. Micek's agreement contains confidentiality, non-compete,
non-solicit, and non-disclosure provisions consistent with his fiduciary duty
obligations owed to the Company. Additionally, Mr. Micek acknowledges that any
invention discovered by him during his employment with the Company shall be the
property of the Company.

     Eric Blachno's employment agreement, effective November 8, 2004, provides
for an annual salary of $200,000 and is effective through November 2007, and
shall be extended until November 2009, if agreed by both the Company and him.
Mr. Blachno has the right to purchase 500,000 shares of Company common stock
exercisable at a price per share of $0.61, of which 13,889 shares of Company
common stock shall vest on November 8, 2004; thereafter, 13,889 shares of
Company common stock shall vest on the 8th day of each month of Mr. Blachno's
employment. Additionally, Mr. Blachno has a right to receive up to 200,000
shares of Company common stock upon the attainment of four certain objectives
("Right"). The common stock underlying the option and Right shall be registered
with the SEC on Form S-8. Mr. Blachno's agreement contains confidentiality,
non-compete, non-solicit, and non-disclosure provisions consistent with his
fiduciary duty obligations owed to the Company. Additionally, Mr. Blachno
acknowledges that any invention discovered by him during his employment with the
Company shall be the property of the Company.

     Randy Shapiro's employment agreement, effective December 13, 2004, provides
for an annual salary of $190,000 and is effective through November 30, 2005. Mr.
Shapiro is also entitled to a bonus equal to $146,000 payable in cash, Company
common stock, or a combination of both. Additionally, Mr. Shapiro was previously
granted in September 1, 2003 and June 1, 2004, options to purchase 250,000
shares of Company common stock with exercise prices ranging from $0.41 to $1.13,
which options vest ratably and monthly over a period from the dates of such
grants until the end of February, 2005. The options expire on September 1, 2005.
On December 13, 2004, Mr. Shapiro was granted another option to purchase 200,000
shares of Company common stock. This option has an exercise price of $0.78,
vests over two months, and expires on September 1, 2008. The common stock, if
any, underlying the bonus and the common stock underlying the options, have
piggyback registration rights. In addition to the above options, on September 1,
2003, Mr. Shapiro was granted options to purchase 560,000 shares of company
common stock, which shares vest upon the Company's market capitalization
attaining certain levels. As of December 13, 2004, 260,000 shares of Company
common stock had vested at exercise prices ranging from $0.41 to $0.75, which
options expire on September 1, 2008. As of December 13, 2004, 300,000 shares of
Company common stock are outstanding and remain unvested, with exercise prices
of the options ranging from $0.90 to $1.10, and expiring on September 1, 2008.
The shares of Company common stock underlying these options shall be registered
with the SEC on Form S-8. Mr. Shapiro's agreement contains non-compete,
non-solicit, and non-disclosure provisions consistent with his fiduciary duty
obligations owed to the Company. Additionally, Mr. Shapiro acknowledges and
agrees that any invention discovered by him during his employment with the
Company shall be assigned to the Company.


Compensation of Directors


                                       6
<PAGE>


     Directors receive $4,500 for regular meeting whether attended in person or
via teleconference and $2,250 for special meeting where attended in person or
via teleconference meetings attended. Directors receive $1,000 for each
committee meeting attended, whether in person or via teleconference. Mr. Weisman
does not receive additional compensation for his services as a director. The
secretary receives $1,000 for attending meetings of the board of directors.

Compensation Committee Interlocks and Insider Participation


     The Compensation Committee consists of four (4) non-employee directors,
Messrs. Clifford, Goerke, Persons and Reinhartsen. None of the members of the
Compensation Committee has been or is an officer or employee of the Company.
None of the Company's executive officers serves on the board of directors or
compensation committee of a company that has an executive officer that serves on
the Company's Board or Compensation Committee. No member of the Company's Board
is an executive officer of a company in which one of the Company's executive
officers serves as a member of the board of directors or compensation committee
of that company.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of December 28, 2004, a total of 225,491,457 shares of our common stock
were outstanding. The following table sets forth, as of December 28, 2004
certain information with respect to shares beneficially owned by: (a) each
person who is known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock, (b) each of our directors, (c) the named
executive officers, and (c) all current directors and executive officers as a
group.

     Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant) within sixty
days of the date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares is deemed to include
the amount of shares beneficially owned by such person by reason of such
acquisition rights. As a result, the percentage of outstanding shares of any
person as shown in the following table does not necessarily reflect the person's
actual voting power at any particular date.

     To our knowledge, except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them. Unless otherwise indicated, the business
address of the individuals listed is Eagle Broadband, Inc., 101 Courageous
Drive, Houston, Texas 77573.


                                 SHARES BENEFICIAL OWNED AS OF DECEMBER 27, 2004
                                 -----------------------------------------------
BENEFICIAL OWNER                 NUMBER OF SHARES               PERCENT OF CLASS
----------------                 ----------------               ----------------
David Weisman                       1,392,007 (1)                        *

H. Dean Cubley                      3,157,354 (2)                      1.4%

Billie Mize                           350,000                            *

John Nagel                            350,000                            *

Jonathan Hayden                       400,000                            *

Randall S. Shapiro                    889,600 (3)                        *

Christopher W. Futer                  228,524 (4)                        *

A. L. Clifford                        564,321 (5)                        *

Glenn Allan Goerke                    223,561 (4)                        *

C. J. Reinhartsen                     173,263 (4)                        *

Lorne E. Persons, Jr.                 364,659 (6)                        *

James D. Yarbrough                     16,667 (7)                        *

All current directors and
executive officers as a group
(13 persons)(8)                     4,647,602                          2.1%

* Less than 1%


                                       7
<PAGE>


(1)  Includes options to purchase, 37,500 shares at an exercise price of
     $1.00,per share, 300,000 shares at an exercise price of $0.41 per share;
     400,000 shares of common stock at an exercise price of $0.60 per share,
     and, 500,000 shares of common stock at an exercise price of $0.75 per
     share.

(2)  Includes option to purchase 37,500 shares of common stock at an exercise
     price of $1.00 per share, and an options to purchase 16,666 hares of common
     stock at an exercise price of $0.78 per share,

(3)  Includes options to purchase 225,000 shares at an exercise price of $0.41
     per share, 100,000 shares at an exercise price of $1.13, 100,000 shares at
     an exercise price of $1.10 per share, 100,000 shares at an exercise price
     of $1.00 per share, 100,000 shares at an exercise price of at $0.90 per
     share, 85,000 shares at an exercise price of $0.60 per share, and 100,000
     shares at an exercise price of $0.75 per share..

(4)  Includes options to purchase 50,000 share at $1.00 per share and 16,666 at
     $0.78 per share.

(5)  Includes 105,000 shares, which are held in the name of The Clifford Family
     Trust, warrants to purchase 50,000 share at $1.00 per share and 16,666 at
     $0.78 per share; and 61,667 shares held by Mr. Clifford's wife.

(6)  Includes 1,823 shares owned by Mr. Persons' wife, warrants to purchase
     50,000 shares at $1.00 per share and 16,666 shares at $0.78 per share of
     the Company common stock respectively.

(7)  Includes option to purchase 16,667 shares at an exercise price of $0.78 per
     share.

(8)  Includes two (2) executive officers not included above.


Item 13. Certain Relationships and Related Transactions.

In December 2003, the Company issued promissory notes to Dr. Cubley, Mr.
Weisman, Ms. Mize, Mr. Nagel and Mr. Hayden in exchange for the purchase of each
of their respective outstanding options, totaling 4,200,000. The options had a
stock price varying from $0.41 per share to $0.75 per share. On December 10,
2003, the Company purchased the shares between a $1.34 and $1.00 per share,
depending on the exercise price of the shares. The purchase price was determined
by subtracting a guaranteed price of $1.75 per share less the current market
value of $1.18 per share. As an inducement to the officers, the Company
guaranteed that the officers would receive $1.75 for each share outstanding,
prior to the issuance of the promissory notes, less their respective exercise
prices. On February 17, 2004, the Company issued the officers new options on the
same terms as the previously purchased options, thereby reducing the amounts
owed on the promissory notes to only the amount due under the guarantee. On
December 10, 2004, Dr. Cubley, Ms. Mize, Mr. Nagel and Mr. Hayden exercised
their respective options and the Company became liable under the guarantee for a
total of $1,680,000, which is the difference between the guarantee ($1.75) less
the option price ($0.41) and the market price ($0.78). Pursuant to the terms of
the guarantee and promissory notes, the Company will pay the respective officers
their guaranteed amount in equal monthly payments for one year. As of December
28, 2004, the only guarantee and promissory note which has not become fixed is
with Mr. Weisman. The amount that will be owed to Mr. Weisman pursuant to such
guarantee will be determined on the date that Mr. Weisman exercises his options
and enforces the guarantee and promissory notes.


Item 14. Principal Accountant Issues and Services.

     The Company's independent public accountants for the fiscal year ended
August 31, 2004, were Lopez, Blevins, Bork & Associates, LLP ("Lopez and
Associates"). Malone & Bailey, PLLC ("Malone") audited our financial statements
for the year ended August 31, 2003; however, in November 2004 Lopez and
Associates re-audited the year ended August 31, 2003 in March 2004. The
disclosure of fees paid for the year ended August 31, 2004 include the re-audit
fees of Lopez and Associates.


Principal Accountant Fees and Services

     Fees for services provided by Malone and Bailey, the Company's auditors for
the fiscal year ended August 31, 2003, and services provided by Lopez and
Associates for the fiscal year ended August 31, 2004 were as follows (rounded to
the nearest $1,000):


     Audit Fees

     The aggregate fees billed to the Company for the audit of the Company's
annual financial statements and for the review of the financial statements
included in the Company's quarterly reports on Form 10-Q totaled $137,717 and
$59,660 in the fiscal years ended August 31, 2004 and August 31, 2003 by Malone
and Bailey, respectively. The aggregate audit fees billed to the Company from
current auditor totaled $9,420 in the fiscal year August 31, 2004 by Lopez and
Associates.

     Audit Related Fees


                                       8
<PAGE>


     The aggregate fees to the Company for audit-related services totaled $9,420
and $0 in the fiscal years ended August 31, 2004 by Lopez and Associates and
August 31, 2003 by Malone and Bailey, respectively.

     Tax Fees

     There were no aggregate fees billed to the Company for tax compliance, tax
advice and tax planning services in the fiscal years ended August 31, 2004 by
Lopez and Associates and August 31, 2003 by Malone and Bailey, respectively.

     All Other Fees

     The were no aggregate fees billed for services rendered to the Company,
other than the services described above for fiscal years ended August 31, 2004
or August 31, 2003

     The Audit Committee has determined that the rendering of non-audit services
by Lopez and Associates was compatible with maintaining their independence.

Policy on Audit Committee Pre-Approval and Permissible Non-Audit Services of
Independent Auditors

     The Audit Committee is responsible for appointing, setting compensation for
and overseeing the work of the independent auditor. The Audit Committee has
established a policy requiring its pre-approval of all audit and permissible
non-audit services provided by the independent auditor. The Audit Committee
considers whether such services are consistent with the rules of the SEC on
auditor independence as well as whether the independent auditor is best
positioned to provide the most effective and efficient service, for reasons such
as familiarity with the Company's business, people, culture, accounting systems,
risk profile and other factors and input from the Company's management. The
Audit Committee's charter authorizes the Audit Committee to delegate to one or
more of its members the pre-approval of audit and permissible non-audit services
provided that those members report any pre-approvals to the full committee.
Pursuant to this authority, the Audit Committee has delegated to its Chair the
authority to address any requests for pre-approval of services between Audit
Committee meetings provided that the amount of fees for any particular services
requested does not exceed $125,000, and the Chair must report any pre-approval
decisions to the Audit Committee at its next scheduled meeting. The policy
prohibits the Audit Committee from delegating to management the Audit
Committee's responsibility to pre-approve permitted services of the independent
auditor. During the fiscal year ended August 31, 2004, all of the services
related to the audit or other fees described above were pre-approved by the
Audit Committee and none were provide pursuant to any waiver of the pre-approval
requirement.

Item 15. Exhibits

(a) Financial Statements and Schedules:

     The financial statements are set forth under Item 8 of this Annual Report
on Form 10-K. Financial statement schedules have been omitted since they are
either not required, not applicable, or the information is otherwise included.

(b) Reports on Form 8-K

     The following reports were furnished on Form 8-K during the three months
ended August 31, 2004:

     A report on Form 8-K, announcing information under Items 5 and 7 of the
report, was filed on June 17, 2004, with the Securities and Exchange Commission.

     A report on Form 8-K, announcing information under Item 5 of the report,
was filed on July 21, 2004, with the Securities and Exchange Commission.

     A report on Form 8-K, announcing information under Items 4.01 and 9.01 of
the report, was filed on August 24, 2004, with the Securities and Exchange
Commission.

     A report on Form 8-K/A, announcing information under Items 4.01 and 9.01 of
the report, was filed on August 30, 2004, with the Securities and Exchange
Commission.

(c) Exhibit Listing


Exhibit 3.1(a) Eagle Broadband, Inc. Articles of Incorporation, as Amended and
               Restated, dated February 13, 2002.


                                       9
<PAGE>


Exhibit 3.1(b) Eagle Broadband, Inc. Articles of Incorporation, as Amended,
               dated February 17, 2004.

Exhibit 3.2    Amended and Restated Eagle Broadband, Inc. Bylaws (Incorporated
               by reference to Exhibit 3.2 of Form 10-KSB for the fiscal year
               ended August 31, 2001, filed November 16, 2001)

Exhibit 4.1    Form of Common Stock Certificate (incorporated by reference to
               Exhibit 4 of Form S-3, file no. 333-111160).

Exhibit 4.2    Purchase Agreement by and between Eagle Broadband and Investors
               dated August 23, 2003, including registration rights and security
               agreement attached as an exhibit thereto (incorporated by
               reference to Exhibit 10.1 of Form S-3 file no. 333-109481)

Exhibit 4.3    Q-Series Bond Agreement (incorporated by reference to Exhibit
               10.3 of Form S-3, file no. 333-106074)

Exhibit 4.4    Addendum to Q-Series Bond Agreement (incorporated by reference to
               Exhibit 10.4 of Form S-3, file no. 333-106074)

Exhibit 4.5    Form of Subscription Agreement for Q Series Bond, between Eagle
               Broadband and certain investors (incorporated by reference to
               Exhibit 10.5 of Form S-3, file no. 333-106074)

Exhibit 10.1   Asset Purchase Agreement between Eagle Telecom International,
               Inc., a Delaware corporation and Eagle Telecom International,
               Inc., a Texas corporation (incorporated by reference to Exhibit
               10.1 of Form SB-2 file no. 333-20011)

Exhibit 10.2   1996 Incentive Stock Option Plan (incorporated by reference to
               Exhibit 10.1 of Form S-8 file no. 333-72645)

Exhibit 10.3   2002 Stock Incentive Plan (incorporated by reference to Exhibit
               10.1 of Form S-8 file no. 333-97901)

Exhibit 10.4   2002 Stock Incentive Plan, as Amended (incorporated by reference
               to Exhibit 10.1 of Form S-8 file no. 333-102506)

Exhibit 10.5   2003 Stock Incentive and Compensation Plan (incorporated by
               reference to Exhibit 10.1 of Form S-8 file no. 333-103829)

Exhibit 10.6   2003 Stock Incentive and Compensation Plan, as Amended
               (incorporated by reference to Exhibit 10.1 of Form S-8 file no.
               333-105074)

Exhibit 10.7   2003 Stock Incentive and Compensation Plan, as Amended
               (incorporated by reference to Exhibit 10.1 of Form S-8 file no.
               333-109339)

Exhibit 10.8   2004 Stock Incentive Plan (incorporated by reference to Exhibit
               10.1 of Form S-8 file no. 333-110309)

Exhibit 10.9   Agreement and Plan of Reorganization by and between Eagle
               Wireless International, Inc. Clearworks.net, Inc., and Eagle
               Acquisition Corporation dated September 15, 2000 (incorporated by
               reference to Exhibit 10.1 of Form S-4 file no. 333-49688)

Exhibit 10.10  Stock Purchase Agreement between Eagle Wireless International,
               Inc. and the shareholders of Comtel Communications, Inc.
               (incorporated by reference to Exhibit 10.4 of Form 10-KSB for the
               fiscal year ended August 31, 2000, filed December 13, 2000)

Exhibit 10.11  Stock Purchase Agreement between Eagle Wireless International,
               Inc. and the shareholders of Atlantic Pacific Communications,
               Inc. (incorporated by reference to Exhibit 10.5 of Form 10-KSB
               for the fiscal year ended August 31, 2000, filed December 13,
               2000)

Exhibit 10.12  Stock Purchase Agreement between Eagle Wireless International,
               Inc. and the shareholders of Etoolz, Inc. (incorporated by
               reference to Exhibit 10.6 of Form 10-KSB for the fiscal year
               ended August 31, 2000, filed December 13, 2000)


                                       10
<PAGE>



Exhibit 10.13  Employment Agreement between Eagle Broadband, Inc. and Eric
               Blachno.

Exhibit 10.14  Employment Agreement between Eagle Broadband, Inc. and David
               Micek.

Exhibit 10.15  Employment Agreement between Eagle Broadband, Inc. and Randy
               Shapiro.

Exhibit 10.16  Promissory Note issued by Eagle Broadband, Inc. in favor of Dr.
               Dean Cubley.

Exhibit 10.17  Promissory Note issued by Eagle Broadband, Inc. in favor of Mr.
               Dave Weisman.

Exhibit 10.18  Promissory Note issued by Eagle Broadband, Inc. in favor of
               Billie Mize.

Exhibit 10.19  Promissory Note issued by Eagle Broadband, Inc. in favor of John
               Nagel.

Exhibit 10.20  Promissory Note issued by Eagle Broadband, Inc. in favor of
               Jonathan Hayden.

Exhibit 21.1   List of Subsidiaries (incorporated by reference to Exhibit 21.1
               of Form S-4 file no. 333-49688)

Exhibit 23.1   Consent of McManus & Co., P.C

Exhibit 23.2   Consent of Lopez, Blevins, Bork & Associates, LLP

Exhibit 31.1   Certification of Chief Executive Officer pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002

Exhibit 31.2   Certification of Principal Accounting Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1   Certification of Chief Executive Officer pursuant to Section 906
               of the Sarbanes-Oxley Act of 2002

Exhibit 32.2   Certification of Principal Accounting Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002


                                       11
<PAGE>

                                   SIGNATURES


     In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        Eagle Broadband, Inc.


                                        By:/s/ DAVID A. WEISMAN
                                        -----------------------------
                                        David A. Weisman
                                        Chairman of the Board and
                                        Chief Executive Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
<S>                    <C>                                          <C>
Signature                         Title                                     Date
---------                         -----                                     ----

/S/ David A. Weisman      Chairman of the Board and                    December 28, 2004
-------------------       Chief Executive Officer
David A. Weisman          (Principal Executive Officer)


/S/ Tom Matura            Corporate Controller                         December 28, 2004
-------------             (Principal Financial and Accounting Officer)
Tom Matura

/S/ A. L. Clifford        Director                                     December 28, 2004
-----------------
A. L. Clifford

/S/ H. Dean Cubley        Director                                     December 28, 2004
---------------------
H. Dean Cubley


/S/ Christopher W. Futer  Director                                     December 28, 2004
-----------------------
Christopher W. Futer

/S/ Glenn A. Goerke       Director                                     December 28, 2004
------------------
Glenn A. Goerke

/S/ Lorne E. Persons      Director                                     December 28, 2004
-------------------
Lorne E. Persons

/S/ Jim Reinhartsen       Director                                     December 28, 2004
------------------
Jim Reinhartsen

/S/ James R. Yarbrough    Director                                     December 28, 2004
----------------------
James R. Yarbrough
</TABLE>

                                       12