8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

March 29, 2004

Date of Report (Date of earliest event reported)

MAXWELL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-15477	95-2390133
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

9244 Balboa Avenue, San Diego, California	92123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:            (858) 503-3300

Item 4.    Changes in Registrant’s Certifying Accountant.

On March 29, 2004, the Registrant’s Audit Committee received a letter from Deloitte & Touche LLP (D&T) identifying a reportable condition under the standards established by the American Institute of Certified Public Accountants and advising us that, in their judgment, the reportable condition constitutes a material weakness under such standards. In planning and performing the audit of the Registrant’s consolidated financial statements for the year ended December 31, 2003, D&T observed that the Registrant has experienced significant turnover during 2003 in its financial accounting and reporting function, which has resulted in the loss of in-house expertise in the areas of generally accepted accounting principals (GAAP) and the financial statements reporting requirements of the Securities and Exchange Commission (SEC). D&T recommended that the Registrant reassess its current accounting and reporting organization/positions and hire additional personnel with GAAP and SEC reporting expertise as soon as possible to augment current resources. The Registrant’s Audit Committee has discussed with D&T the matters raised in its March 29, 2004 letter to the Audit Committee. The Registrant has authorized D&T to respond fully to the inquiries of the Registrant’s successor accountant concerning the subject matter of such letter.

The Registrant has been informed that D&T is resigning as its independent auditors.

The report of D&T with respect to the Registrant’s financial statements for the fiscal year ended December 31, 2003 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2003 and the period from December 31, 2003 through the end of D&T’s engagement with the Company, there were no disagreements between the Registrant and D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of D&T, would have caused D&T to make reference to the subject matter of the disagreements in its report on the Registrant’s financial statements for such year.

The Registrant has provided D&T with a copy of the foregoing disclosure and has requested that D&T furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of that letter will be filed with the SEC promptly upon receipt.

Item 7.    Financial Statements and Exhibits.

(c)    Exhibits.  The following exhibits are filed herewith:

Exhibit No.	Document
99.1	News Release issued by Maxwell Technologies, Inc. on March 30, 2004.

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SIGNATURE

Pursuant to the requirements 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.

	MAXWELL TECHNOLOGIES, INC.
Date: March 30, 2004	By:	/s/    Richard D. Balanson
		Richard D. Balanson President and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release	Contact:     Michael Sund
March 30, 2004	(858) 503-3233

MAXWELL TECHNOLOGIES’ INDEPENDENT AUDITOR RESIGNS

AFTER ISSUING ‘CLEAN’ AUDIT OPINION FOR FISCAL 2003

Deloitte & Touche Cites Concern Over Financial Staff Expertise and Turnover

SAN DIEGO, Calif. – Maxwell Technologies, Inc. (Nasdaq: MXWL) today filed a Current Report on Form 8-K with the Securities and Exchange Commission, reporting that Deloitte & Touche LLP has tendered its resignation as the company’s independent auditor after completing Maxwell’s 2003 audit with a “clean” opinion endorsing the company’s financial statements.

Dr. Richard Balanson, Maxwell’s president and chief executive officer, said that Deloitte did not find any irregularities or mismanagement of the company’s accounts during the audit and provided no advance notice to the company or the Audit Committee of Maxwell’s Board of Directors regarding its abrupt resignation.

“The timing of this decision has taken the company and our board by surprise,” Balanson said. “Deloitte’s only explanation to us is that, as a result of what it termed ‘significant turnover’ in the company’s accounting staff in 2003, it is uncomfortable with the level of our in-house generally accepted accounting practices (GAAP) expertise and financial reporting and compliance experience.”

Balanson said that the company has initiated contact with other independent auditing firms, and will move promptly to engage a new auditor with a strong high technology orientation and a second firm to assist it in strengthening internal financial controls leading to compliance with the requirements of Section 404 of the Sarbanes Oxley Act of 2002.

“We take the concerns of our ex-auditors seriously, and we will continue moving aggressively to strengthen our finance organization and all of our internal processes,” Balanson said. “We appointed Tesfaye Hailemichael, a seasoned financial executive with extensive public company experience, as vice president and chief financial officer in October 2003.”

Maxwell is a leading developer and manufacturer of innovative, cost-effective energy storage and power delivery solutions. Our BOOSTCAP^® ultracapacitor cells and multi-cell modules and POWERCACHE^® backup power systems provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. Our CONDIS^® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. Our radiation-mitigated microelectronic products include power modules, memory modules and single board computers that incorporate powerful commercial silicon for superior performance and high reliability in aerospace applications. For more information, please visit our website: www.maxwell.com.

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