SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A



Amendment
No. 1



ANNUAL REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



|                                     |  |                           
|------------------------------------ |  | --------------------------
|For the Year Ended December 31, 2003 |  | Commission File No. 1-4290



K2 INC.

(Exact name of registrant as specified in its charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 95-2077125                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|2051 Palomar Airport Road                |  |           
|Carlsbad, California                     |  | 92009     
|(Address of principal executive offices) |  | (Zip Code)



Registrants
telephone number, including area code (760) 494-1000



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



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of each class                      |  | Name of each exchange on which registered
|Common Stock, par value $1 per share     |  | New York Stock Exchange                  
|                                         |  | Pacific Exchange                         
|Series A Preferred Stock Purchase Rights |  | New York Stock Exchange                  
|                                         |  | Pacific Exchange                         



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

None



Indicate by an X whether the registrant 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, and 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, and 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 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 ̈



The aggregate market value of the voting stock of the registrants held by nonaffiliates was approximately $330,152,090 as of June 30, 2003, which is the last business day of the registrants most recently
completed second fiscal quarter.



Indicate the number of shares outstanding of
each of the issuers classes of common stock as of February 25, 2004.



|                           |  |                  
|-------------------------- |  | -----------------
|Common Stock, par value $1 |  | 34,874,652 Shares



Documents Incorporated by Reference



Portions of the proxy statement for the Annual Meeting of
Shareholders to be held May 13, 2004 are

incorporated by reference in Part III.





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EXPLANATORY NOTE



This Amendment No. 1 to Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission
on March 12, 2004, is being filed solely to include Exhibit 12 (Statement of Computation of Ratio of Earnings to Fixed Charges). This Exhibit was inadvertently omitted from the original filing of the Annual Report on Form 10-K for the year ended
December 31, 2003. This amendment does not change the previously reported financial statements and other financial disclosures.



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SIGNATURES



Pursuant to the requirements of Section 13 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.



K2 INC.



By: /s/ RICHARD J. HECKMANN

Richard J. Heckmann

Chairman and Chief Executive Officer



Date: March 12, 2004



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 the dates indicated.



|                            |  |                                                                                              |  |               
|--------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------
|Signature                   |  | Title                                                                                        |  | Date          
|                            |  |                                                                                             
|/s/ RICHARD J. HECKMANN     |  | Chief Executive Officer and Chairman of the
Board                                            |  | March 12, 2004
|Richard J. Heckmann         |  |                                                                                              |  |               
|                            |  |                                                                                             
|/s/ JOHN J. RANGEL          |  | Senior Vice President and Chief Financial
Officer (Principal Finance and Accounting
Officer) |  | March 12, 2004
|John J. Rangel              |  |                                                                                              |  |               
|                            |  |                                                                                             
|/s/ JERRY E. GOLDRESS       |  | Director                                                                                     |  | March 12, 2004
|Jerry E. Goldress           |  |                                                                                              |  |               
|                            |  |                                                                                             
|/s/ WILFORD D. GODBOLD, JR. |  | Director                                                                                     |  | March 12, 2004
|Wilford D. Godbold, Jr.     |  |                                                                                              |  |               
|                            |  |                                                                                             
|                            |  | Director                                                                                     |  | March 12, 2004
|Steven J. Green             |  |                                                                                              |  |               
|                            |  |                                                                                             
|/s/ ROBIN E. HERNREICH      |  | Director                                                                                     |  | March 12, 2004
|Robin E. Hernreich          |  |                                                                                              |  |               
|                            |  |                                                                                             
|/s/ LOU HOLTZ               |  | Director                                                                                     |  | March 12, 2004
|Lou Holtz                   |  |                                                                                              |  |               





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|                           |  |          |  |               
|-------------------------- |  | -------- |  | --------------
|Signature                  |  | Title    |  | Date          
|                           |  |         
|/s/ STEWART M. KASEN       |  | Director |  | March 12, 2004
|Stewart M. Kasen           |  |          |  |               
|                           |  |         
|/s/ ALFRED E. OSBORNE, JR. |  | Director |  | March 12, 2004
|Alfred E. Osborne, Jr.     |  |          |  |               
|                           |  |         
|/s/ DAN QUAYLE             |  | Director |  | March 12, 2004
|Dan Quayle                 |  |          |  |               
|                           |  |         
|/s/ EDWARD F. RYAN         |  | Director |  | March 12, 2004
|Edward F. Ryan             |  |          |  |