10-K/A

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

FORM 10-K/A

(AMENDMENT NO. 3 TO FORM 10-K)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

TUT SYSTEMS, INC.(Exact name of Registrant as specified in its charter)

Delaware	94-2958543
(State or Other Jurisdiction of Incorporationor Organization)	(I.R.S. Employer Identification No.)
6000 SW Meadows Drive, Suite 200 Lake Oswego, Oregon	97035
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 594-1400

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 ý No o

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.  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes o No ý.

The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $44,386,346 as of June 30, 2003 based on the closing price of the common stock as reported on The Nasdaq National Market for June 30, 2003. There were 20,423,257 shares of the Registrant’s common stock issued and outstanding on June 8, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information called for by Part III is incorporated by reference to the definitive proxy statement for the annual meeting of the stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2003.

The undersigned registrant hereby amends the Form 10-K originally filed on February 2, 2004, as amended on April 7, 2004 and as further amended on June 11, 2004 (the “Form 10-K”), solely for the purpose of revising the Company’s disclosure of whether it is an accelerated filer and to correct the disclosure about the aggregate market value of voting stock held by non-affiliates of the Company as of June 30, 2003, as set forth herein.  At the time of the filing of the Form 10-K, the Company incorrectly indicated in its filing that it was an accelerated filer, as that term is defined in Rule 12b-2 of the Act, and included an incorrect number relating to the aggregate market value of voting stock held by non-affiliates of the Company as of June 30, 2003. The Company was not an accelerated filer at the time of filing the Form 10-K, nor at the times that the Form 10-K was amended on April 7, 2004 and June 11, 2004.  This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, as amended, or modify or update the disclosures therein in any way other than as reflected below.

Solely with respect to disclosure of whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Act) and as it relates to the aggregate market value of voting stock held by non-affiliates of the Company as of June 30, 2003, the cover page to the Form 10-K is hereby amended and restated as follows:

“Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes o No ý.

The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $44,386,346 as of June 30, 2003 based on the closing price of the common stock as reported on The Nasdaq National Market for June 30, 2003. There were 20,423,257 shares of the Registrant’s common stock issued and outstanding on June 8, 2004.”

2

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  September 2, 2004

Tut Systems, Inc.
By:	/s/ Randall K. Gausman
	Randall K. Gausman,
	Vice-President, Finance and Chief Financial Officer (Principal Financial Officer)

3

INDEX TO EXHIBITS

Exhibit Number	Exhibit
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

4

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Salvatore D’Auria, certify that:

1.I have reviewed this Form 10-K/A Amendment No.3 of Tut Systems, Inc.;

2.Based on my knowledge, this 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 report.

Date: September 2, 2004

By:	/s/ Salvatore D’Auria
	Salvatore D’Auria,
	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Randall K. Gausman, certify that:

1.I have reviewed this Form 10-K/A Amendment No.3 of Tut Systems, Inc.;

2.Based on my knowledge, this 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 report.

Date: September 2, 2004

By:	/s/ Randall K. Gausman
	Randall K. Gausman,
	Vice-President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial Officer)