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

                                  FORM 10-K/A-1
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                  FOR THE FISCAL YEAR ENDED JANUARY 31, 2003

                                       OR

|_|   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 0-22532

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

                           ULTIMATE ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                     84-0585211
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)
    321 W. 84th Avenue, Suite A                             80260
           Thornton, CO                                   (Zip Code)
(Address of principal executive office)

       Registrant's telephone number, including area code: (303) 412-2500

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

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

    Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
                            $.01 PAR VALUE PER SHARE

     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, 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. |X|

     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 and non-voting stock held by
non-affiliates of the registrant was approximately $190,182,720 as of July 31,
2002, based on the closing price of the shares on the Nasdaq Stock Market of
$15.25 on that date.

     The number of shares of Common Stock outstanding as of April 18, 2003 was
14,580,682.

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                                EXPLANATORY NOTE


     This Form 10-K/A-1 is being filed to amend the Company's Form 10-K solely
for the purpose of fixing clerical errors in two exhibits and on the cover of
the Form 10-K. This amendment speaks as of the original filing date of our
annual report on Form 10-K and has not been updated to reflect events occurring
subsequent to the original filing date.

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<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant had duly caused this amendment to be signed
June 24, 2003 on its behalf by the undersigned, thereunto duly authorized.


                                    ULTIMATE ELECTRONICS, INC.


                                    By: /S/ ALAN E. KESSOCK
                                       ---------------------------------------
                                        Alan E. Kessock
                                        Senior Vice President Finance and
                                        Administration, Chief Financial
                                        Officer, Secretary and Treasurer

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<PAGE>

                                 CERTIFICATIONS

      I, J. Edward McEntire, certify that:

      1. I have reviewed this report on Form 10-K/A-1 of Ultimate Electronics,
Inc. ("Registrant");

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

      4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
      material information relating to the Registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

            b) evaluated the effectiveness of the Registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this annual report (the "Evaluation Date"); and

            c) presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

            a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the Registrant's ability to
      record, process, summarize and report financial data and have identified
      for the Registrant's auditors any material weaknesses in internal
      controls; and

            b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the Registrant's internal
      controls; and

      6. The Registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 24, 2003                       /S/ J. EDWARD MCENTIRE
                                          ------------------------------------
                                          J. Edward McEntire
                                          Chief Executive Officer

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<PAGE>

      I, Alan E. Kessock, certify that:

      1. I have reviewed this annual report on Form 10-K/A-1 of Ultimate
Electronics, Inc. ("Registrant");

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

      4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
      material information relating to the Registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

            b) evaluated the effectiveness of the Registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this annual report (the "Evaluation Date"); and

            c) presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

            a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the Registrant's ability to
      record, process, summarize and report financial data and have identified
      for the Registrant's auditors any material weaknesses in internal
      controls; and

            b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the Registrant's internal
      controls; and

      6. The Registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 24, 2003                       /S/ ALAN E. KESSOCK
                                          ------------------------------------
                                          Alan E. Kessock
                                          Senior Vice President Finance and
                                          Administration, Chief Financial
                                          Officer, Secretary and Treasurer
                                          (Principal Financial Officer)

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