UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 1O-K/A

                          AMENDMENT NO. 2 TO FORM 10-K

(Mark One)     (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

               ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES ACT OF 1934
                    For the transition period from ________to__________

                         Commission file number 0-22904
                                                -------

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

        FLORIDA                                                59-2971472
(State of Incorporation)                                (I.R.S. Employer ID No.)

                               8493 BAYMEADOWS WAY
                           JACKSONVILLE, FLORIDA 32256
                                 (904) 737-1367
                    (Address of principal executive offices)

          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

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 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 there is no disclosure of delinquent  filers  pursuant
to Item 405 of Regulation S-K 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
                                      ---   ---

As of June 28, 2002,  the aggregate  market value of the Issuer's  Common Stock,
$.01  par  value,  held  by  non-affiliates  of  the  Issuer  was  approximately
$185,003,931  (based  upon  $19.18  per share  closing  price on that  date,  as
reported by The Nasdaq National Market).

As of March 24,  2003,  14,090,095  shares of the  Issuer's  Common  Stock  were
outstanding.



Documents incorporated by reference:  Portions of the definitive Proxy Statement
to be delivered to  stockholders  in connection with the 2003 Annual Meeting are
incorporated by reference into Part III.

ITEM 14. CONTROLS AND PROCEDURES

An evaluation of the  effectiveness  of the  Company's  disclosure  controls and
procedures as of December 31, 2002 was made under the  supervision  and with the
participation of the Company's management, including the chief executive officer
and chief financial officer.  Based on that evaluation,  they concluded that the
Company's  disclosure controls and procedures are effective as of the end of the
period  covered  by this  report  to  ensure  that  information  required  to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms. As of the end of the period covered by this report, there has been no
significant  change in the Company's  internal control over financial  reporting
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                   SIGNATURES

In  accordance  with  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.

                                                  PARKERVISION, INC.
Date: February 9, 2004                            By: /s/ Jeffrey L. Parker
                                                      ---------------------
                                                  Jeffrey L. Parker
                                                  Chief Executive Officer
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