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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ___________
                                   FORM 10-K/A
                                 Amendment No. 2

(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, 2003

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

          For the transition period from ____________ to ____________

                         Commission file number 0-15930
                                   ___________

                           SOUTHWALL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                    94-2551470
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                   Identification Number)

     3975 East Bayshore Road, Palo Alto, California             94303
       (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (650) 962-9111
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)
                                   ___________

     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[X]   No[ ]

     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.[X]

     The  approximate  aggregate  market  value  of  the  Common  Stock  held by
non-affiliates  of  the  registrant  on  the  last  day of the registrant's most
recently  ended  second  quarter  (June  27, 2004) (based upon the closing sales
price  of the Common Stock on the Over-the-Counter Bulletin Board Market on such
date)  was  $4,049,000.  For  purposes  of this disclosure, Common Stock held by
stockholders  whose  ownership  exceeds  five  percent  of  the  Common  Stock
outstanding as of June 27, 2004, and Common Stock held by officers and directors
of  the  registrant  has  been excluded in that such persons may be deemed to be
"affiliates"  as  that  term is defined in the rules and regulations promulgated
under  the  Securities  Act  of  1933,  as  amended.  This  determination is not
necessarily  conclusive.

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes[ ] No[X]

     The  number  of shares of the registrant's Common Stock outstanding on June
27, 2004  was  12,549,992.

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                                Explanatory Note

     This  Form  10-K/A  (the "Form 10-K/A") of Southwall Technologies Inc. (the
"Company")  is  being  filed  for  the sole purpose of amending certain language
describing forward-looking statements in the Form 10-K for the fiscal year ended
December  31, 2003, which was filed by the Company on April 4, 2004, and amended
by  a  Form  10-K/A  filed  on  May  7,  2004.  We are hereby amending the third
paragraph  below  the  "Table  of  Contents"  section of the Form 10-K to remove
references to the Private Securities Litigation Reform Act of 1995, so that such
paragraph  reads  as  follows:

     This  report  contains  forward-looking  statements  that  are subject to a
number  of  risks  and  uncertainties.  All  statements other than statements of
historical facts are forward-looking statements. These statements are identified
by  terminology  such  as  "may," "will," "could," "should," "expects," "plans,"
"intends,"  "seeks,"  "anticipates,"  "believes,"  "estimates,"  "potential," or
"continue,"  or  the  negative  of  such  terms or other comparable terminology,
although  not  all  forward-looking  statements contain these identifying words.
Forward-looking statements are only predictions and include, without limitation,
statements  relating  to:

     -    our  ability  to  remain  as  a  going  concern;

     -    our  strategy,  future  operations  and  financial  plans,  including,
          without  limitation,  our  plans  to  install and commercially produce
          products  on  new  machines;

     -    the  continued  trading  of  our  common  stock  on  the  pink sheets;

     -    future  applications  of  thin  film  coating  technologies  and  our
          development  of  new  products;

     -    our  expectations with respect to future grants, investment allowances
          and  bank  guarantees  from  the  Saxony  government;

     -    our  projected  need  for  additional borrowings and future liquidity;

     -    statements  about  the  future  size  of  markets;

     -    pending  and  threatened  litigation  and  its  outcome;

     -    our  competition;  and

     -    our  projected  capital  expenditures.

     You  should  not  place  undue  reliance on our forward-looking statements.
Actual  events or results may differ materially. In evaluating these statements,
you  should  specifically consider various factors, including the risks outlined
under "Risk Factors" below. These factors may cause our actual results to differ
materially  from  any  forward-looking  statement.  Although  we  believe  the
expectations  reflected  in  our forward-looking statements are reasonable as of
the  date they are being made, we cannot guarantee our future results, levels of
activity,  performance,  or  achievements.  Moreover,  neither  we nor any other
person  assumes responsibility for the future accuracy and completeness of these
forward-looking  statements.



                                     PART IV

ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  FORM 8-K

          The  following  documents  are  filed  as  part  of  this Form 10-K/A:

          (a)(3)  Exhibits

          31.1 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of
               the  Chief  Executive  Officer
          31.2 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of
               the  Chief  Financial  Officer
          32.1 Certification  pursuant  to  18  U.S.C. Section 1350 of the Chief
               Executive  Officer
          32.2 Certification  pursuant  to  18  U.S.C. Section 1350 of the Chief
               Financial  Officer



                                   SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934,  the  registrant has duly caused this amendment on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized,
as of the 10th day of August, 2004.


                                                    SOUTHWALL TECHNOLOGIES INC.

                                                    By:    /s/  Thomas G. Hood
                                                           ---------------------
                                                           Thomas  G.  Hood
                                                           President