SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                  Under the Securities and Exchange Act of 1934

                               (Amendment No. 1)*

                                RAE SYSTEMS, INC.
 -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $0.01 Par Value Per Share
 -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    75061P102
 -------------------------------------------------------------------------------
                                 (CUSIP Number)

      Michael Gardner, c/o Baytree Capital Associates, LLC, 40 Wall Street,
                   Suite 58, New York, NY 10005 (212) 509-1700
 - -----------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 13, 2002
 -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP No. 75061P102                 13D                      Page 2 of 7 Pages



_______________________________________________________________________________
1) Names of Reporting Persons.
   I.R.S. Identification Nos. of Above Persons (entities only)

         Michael Gardner
________________________________________________________________________________
2)       Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                 (a)  [_]
                                                                 (b)  [X]
_______________________________________________________________________________
3) SEC Use Only (See Instructions)


_______________________________________________________________________________
4) Source of Funds (See Instructions)

         PF
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
   Items 2(d) or 2(e)                                                [_]

         Not Applicable.
_______________________________________________________________________________
6) Citizenship or Place of Organization

         United States
_______________________________________________________________________________
                      7)    Sole Voting Power
                            2,661,694 shares beneficially owned in the aggregate
Number of             __________________________________________________________
Shares Beneficially   8)    Shared Voting Power
Owned by Each               Not Applicable
Reporting Person      __________________________________________________________
With                  9)    Sole Dispositive Power
                            2,661,694 shares beneficially owned in the aggregate
                      __________________________________________________________
                      10)   Shared Dispositive Power
                            0
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by each Reporting Person

         2,661,694 shares
_______________________________________________________________________________



CUSIP No. 75061P102                 13D                      Page 3 of 7 Pages

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions)                                                    [X]

_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)

         5.65%

_______________________________________________________________________________
14) Type of Reporting Person (See Instructions)

        IN
_______________________________________________________________________________



CUSIP No. 75061P102                 13D                      Page 4 of 7 Pages

ITEM 1.  SECURITY AND ISSUER.

This statement on Schedule 13D (the "Statement") relates to the common stock,
$0.01 par value per share of RAE Systems, Inc., a Delaware corporation, with its
principal executive offices at 1339 Moffett Park Drive, Sunnyvale, CA 94089.
_______________________________________________________________________________
ITEM 2.  IDENTITY AND BACKGROUND.

(a)      Michael Gardner
(b)      Business address: 40 Wall Street, Suite 58, New York, NY 10005,
         c/o the Baytree Capital Associates, LLC
(c)      Occupation: Investor, Principal business of employer:
         invest in other businesses, Baytree Capital Associates, LLC, 40 Wall
         Street, Suite 58, New York, NY  10005
(d)      No
(e)      No.
(f)      United States
_______________________________________________________________________________
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Mr. Gardner used his personal funds amounting to $212,900.13 to purchase 342,733
additional shares since the initial filing of Schedule 13D.

ITEM 4.  PURPOSE OF TRANSACTION.

         All RAE Systems, Inc. securities owned by Mr. Gardner have been
acquired by Mr. Gardner for investment purposes only.

(a)      None
(b)      None
(c)      None
(d)      None
(e)      None
(f)      None
(g)      None
(h)      None
(i)      None
(j)      None
_______________________________________________________________________________
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

PREVIOUS POSITION



CUSIP No. 75061P102                 13D                      Page 5 of 7 Pages

As of April 9, 2002, Mr. Gardner owed 1,221,781 shares of RAE Systems, Inc.
common stock as a result of the merger of Net taxi.com, Inc. and RAE Systems,
Inc. In addition, Mr. Gardner owed warrants to purchase a total of 2,002,082
shares of Rae Systems, Inc. common stock at the following exercise prices per
share: 1,750,000 at $1.21, 61,729 at $1.985 per share and 190,353 at $22.68.

AS OF EVENT DATE

Common Stock
- ------------

As of the event date, Mr. Gardner's ownership of RAE Systems, Inc. securities
has been modified by the following actions:

(1) On December 13, 2002, Mr. Gardner acquired 114,903 additional shares of RAE
Systems, Inc. common stock for $0.41875 per share, or an aggregate amount of
$48,115.63, in a private transaction.

(2) Over the course of the period April 10, 2002 through the event date, Mr.
Gardner purchased an aggregate of 227,830 shares of common stock of RAE Systems,
Inc. in 19 purchase transactions in the over-the-counter market for an average
price per share of $0.7233 or $164,784.50 in the aggregate.

Warrants
- --------

In August 2002, Mr. Gardner gave warrants to purchase 790,000 shares of RAE
Systems, Inc. common stock for $1.21 per share to the employees, attorneys and
other persons associated with Baytree Capital Associates, LLC, a limited
liability company owned by Mr. Gardner. These warrants were previously granted
to Mr. Gardner in connection with services rendered by Mr. Gardner pursuant to a
consulting agreement by and between Mr. Gardner and Nettaxi.com, Inc.

Disclaimed Interests
- --------------------

On December 13, 2002, Lynda Gardner, Mr. Gardner's wife, acquired 25,000 shares
of RAE Systems, Inc. common stock for $0.41875 per share or an aggregate of
$10,468.75. These shares are held solely by Mrs. Gardner who used her personal
funds to purchase them. In August 2002, Mrs. Gardner received warrants to
purchase 100,000 shares of common stock of RAE Systems, Inc. common stock for
$1.21 as part of the warrants Mr. Gardner gave to the employees, attorneys and
other persons associated with Baytree Capital Associates, LLC. Mr. Gardner
specifically disclaims any beneficial ownership interest in the shares of common
stock of RAE Systems, Inc. purchased by Mrs. Gardner or the warrants she
received in connection with her employment at Baytree Capital Associates, LLC.
_______________________________________________________________________________

(a)               2,661,694 of common stock 5.65% of outstanding shares

(b)               2,661,694. This does not include Mrs. Gardner's 25,000 shares
                  of common stock or the warrants owned by Mrs. Gardner
                  described under the Disclaimed Interests section above. Mr.
                  Gardner has no power, shares or otherwise to vote, direct the
                  vote, dispose of or direct the disposition of these shares and
                  specifically disclaims any beneficial interest in them.


CUSIP No. 75061P102                 13D                      Page 6 of 7 Pages

(c)               The transactions are listed above.

(d)               None

(e)               N/A

_______________________________________________________________________________
ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

On August 1, 2002, Mr. Gardner amended a management consulting agreement he
entered into with Nettaxi.com, Inc. on October 30, 2000. Mr. Gardner agreed to
render consulting advice to Nettaxi.com, Inc. with respect to financial,
corporate and general business development matters (the "Consulting Agreement").
In consideration for on-going services to be rendered by Mr. Gardner pursuant to
the amended Consulting Agreement, RAE Systems, Inc. issued to Mr. Gardner a
warrant to purchase 1,750,000 shares of RAE Systems, Inc. common stock at an
exercise price of $1.21 per share.
_______________________________________________________________________________
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

                  None.





CUSIP No. 75061P102                 13D                      Page 7 of 7 Pages


                                    SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  December 23, 2002

                                        /s/ Michael Gardner
                                        ----------------------------------------
                                        Signature Michael Gardner



Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).