UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               Amendment No. 2 to
                                   FORM 10-QSB

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(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 _____________


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                         Commission File Number: 0-10999
                                                 -------


                        COMPOSITE TECHNOLOGY CORPORATION
        (Exact name of small business issuer as specified in its charter)


                 Nevada                                         59-2025386
        ------------------------                       ------------------------
        (State of incorporation)                       (IRS Employer ID Number)


                      2026 McGaw, Irvine, California 92614
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (949) 428-8500
                                 --------------
                         (Registrant's telephone number)

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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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 13, 2004: 109,108,734

                            -----------------------

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]


                                     Page 1


<PAGE>


                                EXPLANATORY NOTE


The Company discovered that it has inadvertently filed its quarterly report on
Form 10-QSB for the quarterly period ended June 30, 2004 with an incorrect
amount of outstanding shares of common stock. The correct amount as of August
13, 2004 is 109,108,734, as reflected on the cover page of this Amendment Number
2 to the Company's quarterly report on Form 10-QSB for the quarterly period
ended June 30, 2004.


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                                   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.

                                       COMPOSITE TECHNOLOGY CORPORATION

Date: August 19, 2004                  /s/ Benton H Wilcoxon
      ----------------                 ----------------------------------
                                       Benton H Wilcoxon
                                       Chief Executive Officer and Acting
                                       Chief Financial Officer