UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2004
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Check here if Amendment [X]; Amendment Number:             1
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         This Amendment (Check only one.):  [ ] is a restatement.
                                            [X] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:           TCS Capital Management, LLC
Address:        888 Seventh Avenue, Suite 1504
                New York, New York  10019

Form 13F File Number:  028-10340

The institutional  investment  manager filing this report and the person by whom
it is signed hereby  represent  that the person signing the report is authorized
to  submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and  that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form.

Person signing this Report on Behalf of Reporting Manager:

Name:             Eamon Smith
Title:            Chief Financial Officer
Phone:            (212) 621-8771

Signature, Place, and Date of Signing:


/s/ Eamon Smith           New York, New York              September 15, 2004
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[Signature]               [City, State]                   [Date]

Report Type (Check only one.):

[X]      13F  HOLDINGS  REPORT.  (Check here if all  holdings of this  reporting
         manager are reported in this report.)

[ ]      13F NOTICE. (Check here if no holdings reported are in this report, and
         all holdings are reported by other reporting manager(s).)

[ ]      13F  COMBINATION  REPORT.  (Check here if a portion of the holdings for
         this  reporting  manager are  reported in this report and a portion are
         reported by other reporting manager(s).)



                              Form 13F Summary Page

Report Summary:

Number of Other Included Managers:                                     0
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Form 13F Information Table Entry Total:                               47
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Form 13F Information Table Value Total:                         $689,720
                                                                 -------
                                                               (thousands)

Explanatory Remarks:

The Reporting Manager is filing this amendment to correct the position listed on
the attached  Information Table. The initial Form 13F for the quarter ended June
30, 2004, filed by the Reporting Manager on August 16, 2004 (the "Initial 13F"),
misstated the Title of Class and CUSIP Number for this position.  This amendment
does not alter any of the totals reported on the Initial 13F, which are restated
in the above Report Summary.

List of Other Included Managers:

Provide  a  numbered  list of the  name(s)  and Form 13F file  number(s)  of all
institutional  investment  managers  with respect to which this report is filed,
other than the manager filing this report.


                  NONE




                           TCS Capital Management LLC
                          Form 13F/A Information Table
                           Quarter Ended June 30, 2004



Name of        Title of                 Value       Shares/     Sh/   Put/    Investment     Other            Voting Authority
Issuer         Class       CUSIP        (x $1000)   Prn Amt     Prn   Call    Discretion     Managers   Sole        Shared      None
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SPRINT CORP    COM FON     852061100    65,912      3,744,999   SH            SOLE                      3,744,999
               GROUP
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