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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



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



For the transition period
from  to
.



Commission File Number 000-27843



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Somera Communications, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 77-0521878                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                              
|301 S. Northpoint Drive, Coppell, TX 75019                    
|(Address of principal executive offices and zip code)         



Registrants
telephone number, including area code: (972) 304-5660



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



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $0.001 par value per share

(Title of Class)



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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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, will not 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. Yes ̈No x



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). Yes x    No ̈



The aggregate market value of the voting stock held by non-affiliates of the Registrant (based on the closing sale price of the Common Stock
as reported on the NASDAQ National Market as of June 25, 2004) was approximately $74,136,626. The number of outstanding shares of the Registrants Common Stock as of the close of business on March 14, 2005 was 49,975,461.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrants definitive Proxy Statement for the 2005 Annual Meeting of
Stockholders are incorporated by reference in Part III of this Form 10-K to the extent stated herein.



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EXPLANATORY NOTE



Somera Communications, Inc. (the Registrant) is filing this Amendment to the Form 10-K (originally filed by the
Registrant on March 31, 2005) for the purpose of (1) correcting a clerical error in Note 14 in the Notes to Consolidated Financial Statements under Item 8 of such Form 10-K, and (2) filing Exhibit 21.1, the Registrants list of subsidiaries as
of 2004 fiscal year-end, which was inadvertently not included in the Form 10-K filing. The clerical error in Note 14 as filed with the Form 10-K on March 31, 2005 incorrectly listed Operating expense as Operating income. Note
14 has been corrected and restated below in its entirety. This Amendment to Form 10-K does not otherwise change or update the disclosures set forth in the Form 10-K as originally filed and does not otherwise reflect events occurring after the filing
of the Form 10-K.



Note 14Unaudited Quarterly Operating Results:



Selected quarterly financial data is as follows:



|                         |  |                |         |   |              |   |         |                |  |   |              |   |  |   |         |  
|------------------------ |  | -------------- | ------- | - | ------------ | - | ------- | -------------- |  | - | ------------ | - |  | - | ------- | -
|                         |  | Quarters Ended |        
|                         |  | March 31,2004  |         |   | June 30,2004 |   |         | Sept. 30,2004  |  |   | Dec. 31,2004 |  
|Net sales                |  | $              | 28,388  |   |              | $ | 25,767  |                |  | $ | 22,693       |   |  | $ | 23,186  |  
|Gross profit             |  |                | 6,480   |   |              |   | 6,987   |                |  |   | 3,892        |   |  |   | 6,188   |  
|Operating expense        |  |                | (10,304 | ) |              |   | (10,911 | )              |  |   | (12,614      | ) |  |   | (12,931 | )
|Net income (loss)        |  |                | (4,056  | ) |              |   | (3,876  | )              |  |   | (8,489       | ) |  |   | (6,207  | )
|Basic earnings per share |  | $              | (0.08   | ) |              | $ | (0.08   | )              |  | $ | (0.17        | ) |  | $ | (0.12   | )
|                         | 
|                         |  | Quarters Ended |        
|                         |  | March 31,2003  |         |   | June 30,2003 |   |         | Sept. 30, 2003 |  |   | Dec. 31,2003 |  
|Net sales                |  | $              | 35,837  |   |              | $ | 35,954  |                |  | $ | 30,760       |   |  | $ | 34,016  |  
|Gross profit             |  |                | 9,936   |   |              |   | 9,052   |                |  |   | 6,444        |   |  |   | 9,379   |  
|Operating expense        |  |                | (13,568 | ) |              |   | (38,350 | )              |  |   | (12,764      | ) |  |   | (16,577 | )
|Net income (loss)        |  |                | (2,078  | ) |              |   | (22,759 | )              |  |   | (4,487       | ) |  |   | (29,816 | )
|Basic earnings per share |  | $              | (0.04   | ) |              | $ | (0.46   | )              |  | $ | (0.09        | ) |  | $ | (0.59   | )



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|-------- | -----------------------------------------



|(a) | Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Report:
|--- | ------------------------------------------------------------------------------------------------------



|               |  |                                                                                                                                
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit Title                                                                                                                  
|21.1           |  | List of Subsidiaries of Somera Communications, Inc.                                                                            
|               | 
|31.1           |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                                
|               | 
|31.2           |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                                
|               | 
|32.1           |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on this 13th day of April 2005.



SOMERA COMMUNICATIONS, INC.By:

/s/    DAVID W. HEARD(David W. Heard President and Chief Executive Officer)




Pursuant to the requirements of
the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on April 13, 2005:



|                                                  |  |                                                                              
|------------------------------------------------- |  | -----------------------------------------------------------------------------
|Signature                                         |  | Title                                                                        
|                                                  | 
|/s/    DAVID W. HEARD(David W. Heard)             |  | President and Chief Executive Officer, Director (Principal Executive Officer)
|                                                  | 
|/s/    DAVID J. PETERS
*(David J. Peters)         |  | Vice President, Finance (Principal Financial Officer)                        
|                                                  | 
|/s/    BARRY PHELPS *(Barry Phelps)               |  | Chairman of the Board                                                        
|                                                  | 
|/s/    WALTER G. KORTSCHAK
*(Walter G. Kortschak) |  | Director                                                                     
|                                                  | 
|/s/    CHARLES E. LEVINE
*(Charles E. Levine)     |  | Director                                                                     
|                                                  | 
|/s/    CASIMIR SKRZYPCZAK
*(Casimir Skrzypczak)   |  | Director                                                                     
|                                                  | 
|/s/    DAVID A. YOUNG
*(David A. Young)           |  | Director                                                                     
|                                                  | 
|/s/    DAVID W. HEARD
*(David W. Heard)           |  | Attorney-in-Fact (for the above-listed persons)                              



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