As filed with the Securities and Exchange Commission on February 10, 2004
                                                     Registration No. 333-110712
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------


                                 AMENDMENT NO. 2


                                       TO

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

                               PARKERVISION, INC.
             (Exact name of registrant as specified in its charter)

          FLORIDA                                               59-2971472
   State or Jurisdiction of                                  (I.R.S. Employer
Incorporation or Organization                             Identification Number)

                               8493 Baymeadows Way
                           Jacksonville, Florida 32256
                            Telephone (904) 737-1367
                    (Address of principal executive offices)

                            Jeffrey Parker, President
                               ParkerVision, Inc.
                               8493 Baymeadows Way
                           Jacksonville, Florida 32256
                            Telephone (904) 737-1367
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             David Alan Miller, Esq.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone (212) 818-8800
                            Facsimile (212) 818-8881

     The registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

                               -------------------



     THE  INFORMATION IN THIS  PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED.  THE
SELLING  STOCKHOLDER  MAY NOT  SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS
PROSPECTUS  IS NOT AN OFFER TO SELL THESE  SECURITIES  AND IS NOT  SOLICITING AN
OFFER TO BUY  THESE  SECURITIES  IN ANY  STATE  WHERE THE OFFER OR SALE OF THESE
SECURITIES IS NOT PERMITTED.


                    SUBJECT TO COMPLETION, FEBRUARY 10, 2004


PROSPECTUS

                               PARKERVISION, INC.

                        2,310,714 SHARES OF COMMON STOCK

     This  prospectus   covers  up  to  2,310,714  shares  of  common  stock  of
ParkerVision, Inc. that may be offered for resale for the account of the selling
stockholders   set  forth  in  this  prospectus   under  the  heading   "Selling
Stockholders" beginning on page 10.


     The selling  stockholders may sell the shares, from time to time, at prices
based on the  market  at the time of sale.  Our  common  stock is  traded on the
Nasdaq  National  Market  System under the symbol PRKR.  On February 9, 2004 the
last reported sale price of our common stock was $7.00.


     We will not receive any proceeds from the sale of the shares by the selling
stockholders.

     INVESTING  IN OUR COMMON  STOCK  INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING ON PAGE 5.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is _________, 2004

                                      -2-


     YOU  SHOULD  RELY ONLY ON THE  INFORMATION  CONTAINED  OR  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT  INFORMATION.  WE ARE NOT MAKING AN OFFER OF THESE  SECURITIES  IN ANY
STATE  WHERE  THE  OFFER  IS NOT  PERMITTED.  YOU  SHOULD  NOT  ASSUME  THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT PAGE OF THIS PROSPECTUS.

                                TABLE OF CONTENTS

BUSINESS SUMMARY...............................................................4
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................10
SELLING STOCKHOLDERS..........................................................11
PLAN OF DISTRIBUTION..........................................................13
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................15
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................15

                  ---------------------------------------------

                                      -3-


                                BUSINESS SUMMARY

GENERAL

     ParkerVision,  Inc., referred to in this prospectus as ParkerVision,  we or
us, is a company engaged in two lines of business.  One is the wireless division
engaged in the development and marketing of Direct2DataTM or D2DTM technology, a
wireless direct conversion radio frequency technology,  and associated products.
The other is the video products division engaged in the design,  development and
marketing of automated  production  systems and automated  video camera  control
systems.

     We were  incorporated  under the laws of the State of Florida on August 22,
1989. Our executive  offices are located at 8493 Baymeadows  Way,  Jacksonville,
Florida 32256. Our telephone number is (904) 737-1367.

OPERATING HISTORY


     Since founding, ParkerVision has operated at a loss in each fiscal year. We
began offering video products in 1990, and that division currently operates at a
small loss. We started the wireless division in 1995 and began offering wireless
products in the third quarter 2003, but to date, that division has operated at a
substantial  loss each year.  Revenues for our wireless  division  products,  to
date, have been  inconsequential,  especially when compared with our expenses of
operations and the research and  development  costs incurred in each of our past
operating periods. Through September 30, 2003, we have an accumulated deficit of
$89,888,723.  To date,  our  operations  have been  funded by the sale of equity
securities from time to time and revenues from our video division products.


     Our financial  statements as of December 31, 2002,  included an explanatory
paragraph in the audit opinion  regarding the  company's  requirement  to obtain
additional  funding in order to continue its business  plan beyond 2003.  During
fiscal year 2003, we reduced some of our expenses and in March and November 2003
raised an aggregate of approximately  $25,000,000 in additional capital from the
sale of common stock.  We believe that the current cash and  investments  of the
company  are  sufficient  to fund  operations  for at least the next 12  months.
Therefore,  the financial  issues impacting the  implementation  of our business
plan at December  31,  2002 and during the  earlier  part of fiscal 2003 are not
currently  issues.  Nonetheless,  we  expect  to  continue  to have  significant
research and development  costs and marketing  expenses in the near term, and we
do not expect that revenues will cover all our operating expenses in fiscal year
2004. Therefore, in the future we may have to raise additional capital.

WIRELESS DIVISION

     We have developed radio frequency  transceivers based on what we believe to
be an entirely new electronic circuit  configuration and design. We market these
under the names  Direct2Data or D2D. We believe our D2D  technology  enables the
creation of practical,  high performance  transceivers  that reduce or eliminate
transmission  and  receiving  problems  when  compared  to  fundamental  circuit
configurations based on solutions developed over fifty years ago.


     Transceiver  products  using the current widely  accepted radio  technology
have  inherent  transmission  and  receiving   limitations.   These  limitations
compromise the overall performance of the transceivers,  use more power to drive
them, are more  expensive to manufacture  and must be larger in size (which also
means  heavier)  to  function  at  levels  similar  to  products  using  the D2D
technology. Wireless products employing

                                      -4-


D2D technology, when compared to other products, have the ability to function at
farther distances,  with increased connection  reliability,  may be manufactured
less expensively, and use less power to drive them.

     In September and December 2003, we introduced our first D2D-based products,
which are a wireless  local area  networking  card marketed under the trade name
Horizons,(TM) a wireless  four-port  router and a wireless  universal serial bus
adaptor.  We promote and sell our wireless  consumer products on our website and
through an Internet  based  retailer.  We are exploring  additional  channels of
commercial product  distribution,  but have not entered into any arrangements to
date. We also are marketing  our designs and  semiconductor  products to product
manufacturers for integration into their products.


VIDEO DIVISION


     The video division  encompasses  our automated live  television  production
systems,  marketed  under the tradename  PVTV(TM),  and  automated  video camera
control  systems,  marketed  under  the  tradename  CameraMan(R).   ParkerVision
provides training, support and other services related to these products.

     PVTV  systems  are  marketed to  broadcasters  in the US and Canada and are
designed  specifically to meet the needs of studio production markets.  The PVTV
product line  combines a  professional  television  broadcast  video  production
system that integrates video, audio,  teleprompter,  machine control,  character
generators and still stores and control functions. PVTV systems, at the election
of the customer, also may incorporate ParkerVision camera systems. With the PVTV
system,  broadcasters  are  able to  economize  resources  by  maximizing  their
production capabilities with many fewer employee operators.

     The  CameraMan  systems  permit  non-professional  video  users  to  create
professional-quality  video communications.  We principally market the CameraMan
systems to educational and  videoconferencing  segments of the commercial market
and to the broadcast and professional video user.


PATENTS

     We have  approximately 46 issued patents and 132 patent  applications filed
in the United  States and in foreign  jurisdictions.  We believe  the number and
scope of these  patents are an important  asset of  ParkerVision  and gives it a
significant competitive advantage.

                                      -5-


                                  RISK FACTORS

     The shares of common stock being offered hereby are  speculative and should
not be purchased by anyone who cannot afford a loss of their entire  investment.
Before making an investment in ParkerVision,  you should carefully  consider the
risks described below.


PARKERVISION  HAS A HISTORY OF LOSSES AND CAPITAL  FUNDING WHICH MAY  ULTIMATELY
COMPROMISE   OUR  ABILITY  TO  IMPLEMENT  OUR  BUSINESS  PLAN  AND  CONTINUE  IN
OPERATIONS.


     ParkerVision  has had losses in each year since its inception in 1989.  For
the fiscal years 2001 and 2002 and for the nine months ended September 30, 2003,
our  losses  were  approximately   $16,600,000,   $17,300,000  and  $16,200,000,
respectively.  We had an  accumulated  deficit of  $89,888,723  at September 30,
2003.  In our  financial  statements  at December 31, 2002 and during  2003,  we
indicated that the long-term financial condition of the company was dependent on
either  generating  revenues  to  off-set  our  operating  expenses  or  raising
additional  capital.  Our recent  operating  losses have resulted from declining
revenues of our video products and insufficient  sales of our wireless  products
and  technology.  We also  have  continued  our  expenditures  on  research  and
development of both video and wireless  products and pursing  patent  protection
for our  intellectual  property.  If we are  not  able  to  generate  sufficient
revenues,  and we have insufficient  capital  resources,  we will not be able to
implement  our  business  plan  and  investors  will  suffer  a  loss  in  their
investment.


PARKERVISION  MAY REQUIRE  ADDITIONAL  CAPITAL IN THE FUTURE  WHICH IF IT CANNOT
RAISE WILL RESULT IN OUR NOT BEING ABLE TO IMPLEMENT OUR BUSINESS PLAN.


     Because  ParkerVision  has had net losses and, to date,  has not  generated
positive cash flow from operations,  it has funded its operating losses from the
sale of equity  securities  from time to time.  The most  recent  sales  were of
common stock sold in two private  placements  in March 2003 and November 2003 in
which  it  raised  an  aggregate  of  approximately  $25,000,000.   ParkerVision
anticipates  that  its  business  plan  will  continue  to  require  significant
expenditures for research and  development,  patent  protection,  manufacturing,
marketing and general operations.  ParkerVision's  current capital resources are
expected  to  sustain  operations  for at least the next 12  months.  Therefore,
unless we  increase  revenues to a level that they cover  operating  expenses or
reduce  costs,  we may  require  additional  capital in the future to fund these
expenses.  Financing, if any, may be in the form of loans or additional sales of
equity  securities.  A loan or the sale of  preferred  stock  may  result in the
imposition  of  operational   limitations   and  other   covenants  and  payment
obligations, any of which may be burdensome to ParkerVision.  The sale of equity
securities  will  result in dilution  to the  current  stockholders'  ownership.
ParkerVision does not have any plans or arrangements for additional financing at
this time.


MICROELECTRONIC  HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
WHICH IF WE ARE UNABLE TO MATCH OR SURPASS, WILL RESULT IN A LOSS OF COMPETITIVE
ADVANTAGE AND MARKET OPPORTUNITY.


     Because of the rapid technological development that regularly occurs in the
microelectronics  industry,  ParkerVision  must continually  devote  substantial
resources to developing and improving its technology and introducing new product
offerings  and creating new products.  For example,  in fiscal year 2002 and for
the nine months ended September 30, 2003, we spent approximately $13,900,000 and
$11,600,000,  respectively,  on research and development, and in the coming year
we  expect  to spend a  similar  amount.  These  efforts  and  expenditures  are
necessary to establish and increase  market share and grow revenues.  If another
company offers better products or ParkerVision  development  lags, a competitive
position or market window opportunity may be lost, and therefore the revenues or
the potential of revenues of ParkerVision may be adversely affected.

                                      -6-



IF OUR PRODUCTS ARE NOT COMMERCIALLY ACCEPTED, OUR DEVELOPMENTAL INVESTMENT WILL
BE LOST AND OUR FUTURE BUSINESS CONTINUATION WILL BE IMPAIRED.

     There can be no assurance that ParkerVision's research and development will
produce  commercially viable technologies and products.  If new technologies and
products  are  not  commercially  accepted,  the  funds  expended  will  not  be
recoverable,  and  ParkerVision's  competitive  and  financial  position will be
adversely affected. In addition, perception of ParkerVision's business prospects
will be impaired  with an adverse  impact on its  ability to do business  and to
attract capital and employees.

FAILING TO ACHIEVE  MARKET  ACCEPTANCE OF OUR D2D  TECHNOLOGY  WILL RESULT IN AN
ADVERSE IMPACT ON OUR BUSINESS  PROSPECTS AND COMPROMISE THE MARKET VALUE OF THE
TECHNOLOGY.


     The  ParkerVision  wireless  technology  represents what we believe to be a
significant   change  in  the  circuit   design  of   wireless   radio-frequency
communications.  To achieve market  acceptance,  we will need to demonstrate the
benefits  of  its  technology  over  more  traditional   solutions  through  the
development of marketable products and aggressive  marketing.  In many respects,
because the D2D technology is a radically different approach in its industry, it
is very difficult for  ParkerVision  to predict the final  economic  benefits to
users of the  technology  and the  financial  rewards  that  ParkerVision  might
expect.  If the D2D  technology  is not  established  in the market  place as an
improvement over current, traditional solutions in wireless communications,  our
business prospects and financial condition will be adversely affected.


IF OUR PATENTS AND INTELLECTUAL  PROPERTY DO NOT PROVIDE US WITH THE ANTICIPATED
MARKET PROTECTIONS AND COMPETITIVE POSITION,  OUR BUSINESS AND PROSPECTS WILL BE
IMPAIRED.


     ParkerVision has been awarded 46 patents and has  approximately  132 patent
applications pending relating to its microelectronic technologies.  ParkerVision
relies on these to provide  competitive  advantage  and protect it from theft of
its intellectual property.  ParkerVision believes that many of these patents are
for entirely new  technologies.  If the patents are not issued or issued patents
are later shown not to be as broad as currently believed or otherwise challenged
such  that  some or all of the  protection  is lost,  ParkerVision  will  suffer
adverse effects from the loss of competitive  advantage and its ability to offer
unique  products  and  technologies.  Concomitantly,  there  would be an adverse
impact on its financial condition and business prospects.


IF WE DO NOT COMPLY WITH THE APPROVAL REQUIREMENTS OF THE FEDERAL COMMUNICATIONS
COMMISSION IN RESPECT OF OUR PRODUCTS, WE WILL NOT BE ABLE TO MARKET THEM WITH A
RESULTING LOSS OF BUSINESS AND PROSPECTS.


     ParkerVision   must  obtain   approvals  from  the  United  States  Federal
Communications  Commission for the regulatory  compliance of its products in the
United States.  ParkerVision  also may have to obtain  approvals from equivalent
foreign  government  agencies  where  its  products  are  sold  internationally.
Currently,  ParkerVision  has  obtained all required  approvals.  Generally  the
approval process is routine and takes from one to two months without substantial
expense.  In the event,  however,  that approval is not obtained,  or there is a
change in current  regulation  that  impacts  issued  approvals  or the approval
process,  there may be an impact on the  ability of  ParkerVision  to market its
products and on the business prospects of ParkerVision.

                                      -7-


IF THE PVTV AND CAMERA SYSTEM PRODUCTS CANNOT COMPETE WITH OTHER PRODUCTS IN THE
MARKET  PLACE,  THERE WILL BE  REDUCED  SALES AND  REVENUES  AND A LOSS OF PRIOR
RESEARCH AND MARKETING INVESTMENT BY THE COMPANY.

     The broadcast studio production industry is highly  competitive.  There are
many other  companies  that offer  products  that singly or in  combination  can
compete  directly  or  indirectly  with  those of  ParkerVision.  The  principal
competitors  include Chryon Corporation,  Harris Corporation,  Pinnacle Systems,
Leitch Technology  Corporation,  Seachange  Corporation,  Sony Corporation,  and
Thompson/Grass   Valley,   among  others.  Each  of  these  companies  are  well
established,  have substantially  greater financial and other resources and have
established  reputations  or success  in the  development,  sale and  service of
products.  They also have  significant  advertising  budgets that permit them to
implement  extensive  advertising  and  promotional  campaigns  in  response  to
competitors.  If these or other  companies  improve or change their  products or
launch   significant   marketing   efforts  in  the  market  segments  in  which
ParkerVision   operates,   ParkerVision   may  lose  market  share  and  revenue
opportunities.


IF  PARKERVISION  CANNOT  DEMONSTRATE  THAT ITS D2D  PRODUCTS CAN COMPETE IN THE
MARKETPLACE AND ARE BETTER THAN CURRENT ELECTRONICS SOLUTIONS,  THEN WE WILL NOT
BE ABLE TO GENERATE THE SALES WE NEED TO CONTINUE OUR BUSINESS AND OUR PROSPECTS
WILL BE IMPAIRED.


     In  respect  of the  current  product  offerings,  ParkerVision  now  faces
competition from other chip suppliers such as Philips, Texas Instruments, Analog
Devices and Broadcom,  and also in finished products  suppliers such as Netgear,
Cisco,  Proxim and D.Link. In respect of future product offerings,  it is likely
that  ParkerVision  will face competition from entities such as Qualcom,  Nokia,
Panasonic,  Sony and Samsung.  This  technology may also face  competition  from
other  emerging  approaches  or  new  technological  advances  which  are  under
development and have not yet emerged.

PARKERVISION   OBTAINS  CRITICAL   COMPONENTS  FOR  ITS  PRODUCTS  FROM  VARIOUS
SUPPLIERS,  SOME OF WHICH ARE SINGLE SOURCES, WHICH PUTS PARKERVISION AT RISK IF
THEY DO NOT FULFILL THE  PARKERVISION  REQUIREMENTS OR THEY INCREASE PRICES THAT
CANNOT BE PASSED ON.

     Both the video and  wireless  divisions  of  ParkerVision  obtain  critical
components  from  various  suppliers,  including  Leitch  Incorporated,  Snell &
Wilcox,   Zydas,   Texas   Instruments,   Panasonic  and  Television   Equipment
Association.  Some of these are single sources.  Because ParkerVision depends on
outside  sources for supplies of various parts of its products,  ParkerVision is
at risk that it may not obtain  these  components  on a timely  basis or may not
obtain  them at all due to lack of  capacity,  parts  shortages  in the  overall
marketplace and other disruptions at these sources, among other things. To date,
ParkerVision  has not  experienced  any  significant  problems  with  sources of
components that have affected its ability to fulfill its obligations in a timely
fashion.  In addition,  ParkerVision  has neither  ended or had  terminated  any
supply  arrangements  of critical  components  where an alternative has not been
readily available.  Notwithstanding its past history of supplies and maintaining
inventory of some components, if ParkerVision is unable to obtain its components
from the current sources, its business would be disrupted,  and it would have to
expend some of its  resources to modify its products or find new  suppliers  and
work with them to develop appropriate components. Although ParkerVision has been
able to pass on price increases encountered to date, ParkerVision is at risk for
increases in prices imposed by sources over which  ParkerVision  has no control.
Any inability of ParkerVision to obtain components or absorb price increases may
have an adverse effect on its own ability to fulfill orders and on its financial
condition.

                                      -8-



IF OUR PVTV PRODUCTS ARE NOT PERCEIVED TO PROVIDE A BETTER  BROADCAST  OPERATING
ENVIRONMENT AND EFFECT SAVINGS TO JUSTIFY THE INVESTMENT OR EXHIBIT  OPERATIONAL
PROBLEMS, PARKERVISION'S REVENUES WILL BE SIGNIFICANTLY AFFECTED.


     The PVTV  products of  ParkerVision  were  introduced in 1998 and generated
revenues of  approximately  $10,700,000 for the twelve months ended December 31,
2002 and $4,600,000 for the nine months ended  September 30, 2003.  ParkerVision
also  receives  substantial  revenues  through  support  contracts  on its  PVTV
products.  If the company is unable to sell the PVTV  products  to  broadcasters
that seek a new way of  operating  or once in place the products do not meet the
requirements of customers,  ParkerVision will lose product acceptance and market
share.  The loss of its current  customers  and markets  would  diminish  future
marketing opportunities and presence in the broadcast market segment in which it
seeks to be a presence and adversely affect current and future revenues.

PARKERVISION  BELIEVES  THAT  IT WILL  RELY,  IN  LARGE  PART,  ON KEY  BUSINESS
RELATIONSHIPS FOR THE SUCCESSFUL  COMMERCIALIZATION OF ITS D2D TECHNOLOGY, WHICH
IF NOT DEVELOPED OR MAINTAINED,  WILL HAVE AN ADVERSE IMPACT ON ACHIEVING MARKET
AWARENESS AND ACCEPTANCE AND LOSS OF BUSINESS OPPORTUNITY.

     To achieve a wide market awareness and acceptance of its D2D technology, as
part of its business strategy, ParkerVision will attempt to enter into a variety
of business  relationships  with other companies which will  incorporate the D2D
technology  into their products  and/or market  products based on D2D technology
through retail or direct marketing channels.  From time to time, the company has
had discussions  for OEM and other types of supply  arrangements of its wireless
technology and products, but to date, no supply and similar agreements have been
concluded.  This commercialization avenue is in addition to the direct marketing
that we are  engaged  in through  its  Direct2Data.com  website.  ParkerVision's
successful  commercialization  of the D2D technology  will depend in part on its
ability to meet its obligations under contracts in respect of its D2D technology
and  related  development  requirements  and the  other  parties  using  the D2D
technology as agreed.  The failure of the business  relationships will limit the
commercialization  of the ParkerVision D2D technology which will have an adverse
impact on the business  development of ParkerVision  and its ability to generate
revenues and recover development expenses.

PARKERVISION   HAS  LIMITED   EXPERIENCE  IN  THE  COMMERCIAL   DESIGN  AND  THE
OUT-SOURCING  OF  THE  MANUFACTURE  OF  ELECTRONIC  CHIPS  THAT  MAY  RESULT  IN
PRODUCTION INADEQUACIES, DELAYS AND REJECTION.


     ParkerVision has established a foundry  relationship with Texas Instruments
to  manufacture  the  electronic  chips that employ its  proprietary  designs to
supply its  production  needs and those of other  potential end users.  To date,
ParkerVision has entered into one foundry agreement with Texas Instruments,  and
purchases  its  needs  on a  purchase  order  basis.  ParkerVision  has  limited
experience  in the  commercial  design  and the  manufacture  of these  kinds of
electronic  chips. If there are design flaws or  manufacturing  errors resulting
from  our  inexperience,  there  may be  resulting  delays  or loss of  customer
acceptance  of the  electronic  chips.  Either  of these  may be a breach of our
agreements  to supply chips or may cause a loss of customer  willingness  to use
ParkerVision   products.   These  may   result  in  loss  of   commercialization
opportunities as well as revenues and cause additional,  unanticipated  expenses
with adverse financial effect.


PARKERVISION  MAY ENCOUNTER  MANUFACTURING  DIFFICULTIES OR DELAYS IN CONNECTION
WITH  SOME OF ITS  PRODUCTS  WHICH MAY HAVE AN  ADVERSE  EFFECT ON ITS SALES AND
REVENUES.

     ParkerVision manufactures some of its products and in the future expects to
add additional products to its manufacturing capabilities.  From time to time it
has experienced delays in starting production and maintaining production amounts
at the quality levels necessary for its products.  Similar issues may also arise
with independent  manufacturers  that ParkerVision may employ from time to time.
In the event any of these

                                      -9-


issues  becomes a long  term or  permanent  problem,  sales  would be  adversely
affected and revenues and market acceptance adversely impacted.

PARKERVISION  IS HIGHLY  DEPENDENT ON MR. JEFFERY PARKER AS ITS CHIEF  EXECUTIVE
OFFICER WHOSE SERVICES,  IF LOST, WOULD HAVE AN ADVERSE IMPACT ON THE LEADERSHIP
OF  PARKERVISION  AND  INDUSTRY  AND INVESTOR  PERCEPTION  ABOUT  PARKERVISION'S
FUTURE.

     Because of Mr.  Parker's  position  in the  company  and the respect he has
garnered  in  the  industries  in  which  ParkerVision  operates  and  from  the
investment community, the loss of the services of Mr. Parker might be seen as an
impediment to the  execution of the  ParkerVision  business  plan. If Mr. Parker
were no longer  available to the company,  investors  may  experience an adverse
impact on their investment.  Mr. Parker has an employment  contract that expires
in September 2005.  ParkerVision  maintains  key-employee life insurance for its
benefit on Mr. Parker.


IF PARKERVISION  IS UNABLE TO ATTRACT THE HIGHLY SKILLED  EMPLOYEES IT NEEDS FOR
RESEARCH AND DEVELOPMENT AND SALES AND SERVICING, IT WILL NOT BE ABLE TO EXECUTE
ITS RESEARCH AND DEVELOPMENT PLANS OR PROVIDE THE HIGHLY TECHNICAL SERVICES THAT
ITS PRODUCTS REQUIRE.


     The business of ParkerVision is very  specialized in the areas of automated
broadcast and production  systems and video camera control  systems and wireless
direct  conversion  technology.  Because  these areas of business are  extremely
specialized,  ParkerVision  is  dependent  on  having  skilled  and  specialized
employees  to conduct its research and  development  activities,  manufacturing,
marketing and support.  The inability to obtain these kinds of persons will have
an adverse impact on its business  development  because  persons will not obtain
the information or services expected in the markets and may prevent ParkerVision
successfully implementing its current business plans.

THE  OUTSTANDING  OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.

     At December 31, 2003,  ParkerVision  had 17,959,504  shares of common stock
outstanding and had issued options and warrants to purchase  7,565,727 shares of
common stock.  There are 5,620,819 options and warrants  currently  exercisable,
and on each of  December  31,  2004  and  2005,  there  will  be  5,944,697  and
6,309,448,  respectively,  of the  currently  outstanding  options and  warrants
exercisable.  All of the underlying  common stock of these securities is or will
be registered for sale by ParkerVision to the holder or for public resale by the
holder.  The amount of common stock  available for the sales may have an adverse
impact on  ParkerVision's  ability to raise capital and may affect the price and
liquidity of the common stock in the public market. In addition, the issuance of
these  shares  of  common  stock  will have a  dilutive  effect  on the  current
stockholders' ownership of ParkerVision.

PROVISIONS  IN THE  CERTIFICATE  OF THE  INCORPORATION  AND  BY-LAWS  COULD HAVE
EFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS.

     Some  provisions  in  the  certificate  of  incorporation  and  by-laws  of
ParkerVision  could make it more difficult for a third party to acquire control.
For example,  the board of directors  has the ability to issue  preferred  stock
without  stockholder  approval,  and there are  pre-notification  provisions for
director nominations and submissions of proposals from stockholders to a vote by
all the  stockholders  under the  by-laws.  Florida  law also has  anti-takeover
provisions in its corporate statute.

                                 USE OF PROCEEDS

     All the shares being offered by this  prospectus are for the account of the
selling stockholders. ParkerVision will not receive any of the proceeds from the
sale of the shares by the selling stockholders.

                                      -10-


                              SELLING STOCKHOLDERS

     The  following  table  provides  certain   information  about  the  selling
stockholders'  beneficial  ownership of our common stock at January 15, 2004. It
is also adjusted to give effect to the sale of all of the shares offered by them
under this  prospectus.  Unless  otherwise  indicated,  the selling  stockholder
possesses sole voting and investment power with respect to the securities shown.



                                                                                            AFTER OFFERING
                                        NUMBER OF                                           --------------
                                          SHARES                                         NUMBER OF
                                       BENEFICIALLY                     NUMBER OF         SHARES
                                      OWNED PRIOR TO     PERCENTAGE       SHARES       BENEFICIALLY      % OF
NAME                                     OFFERING         OF CLASS      TO BE SOLD         OWNED        CLASS
----                                     --------         --------      ----------         -----        -----
                                                                                           

Wellington Trust Company, National
   Association Multiple Common
   Trust Funds Trust, Emerging
   Companies Portfolio (1)                140,000             *           140,000           -0-           *

Wellington Trust Company, National
   Association Multiple Collective
   Investment Funds Trust, Emerging
   Companies Portfolio (1)                120,000             *           120,000           -0-           *

Wellington Management Portfolios
   (Dublin) - Global Smaller
   Companies Equity Portfolio (1)           4,500             *             4,500           -0-           *

BayStar Capital II, LP (2)                454,714            2.5%         454,714           -0-           *

SEI Institutional Investments
   Trust, Small Cap Fund (1) (3)          106,600             *            91,000           -0-           *

SEI Institutional Managed Trust,
   Small Cap Growth Fund (1)(3)           128,500             *           112,500           -0-           *

Seligman Global Fund Series, Inc.,
   Seligman Global Smaller
   Companies Fund (1)(4)                   63,000             *            63,000           -0-           *

Seligman Portfolios, Inc., Seligman
   Global Smaller Companies
   Portfolio (1)(4)                         2,000             *             2,000           -0-           *

Government of Singapore Investment
   Company Pte, Ltd (1)                   370,000            2.1%         370,000           -0-           *

JB Were Global Small Companies
   Pooled Fund (1)(5)                      90,300             *            75,000           -0-           *

Talvest Global Small Cap Fund (1)(6)       25,800             *            22,000           -0-           *

TELUS Corporation Foreign Equity
   Active Plan (1)                          9,500             *             9,500           -0-           *

New Zealand Funds Management
   Limited (1)                             17,000             *            17,000           -0-           *

                                      -11-


                                                                                            AFTER OFFERING
                                        NUMBER OF                                           --------------
                                          SHARES                                         NUMBER OF
                                       BENEFICIALLY                     NUMBER OF         SHARES
                                      OWNED PRIOR TO     PERCENTAGE       SHARES       BENEFICIALLY      % OF
NAME                                     OFFERING         OF CLASS      TO BE SOLD         OWNED        CLASS
----                                     --------         --------      ----------         -----        -----
British Columbia Investment
   Management Corporation (1)              43,000             *            43,000           -0-           *

Telstra Super Pty Ltd. (1)                 22,000             *            22,000           -0-           *

Oregon Investment Council (1)             242,000            1.3%         242,000           -0-           *

The Dow Chemical Employees'
   Retirement Plan (1)                     85,000             *            85,000           -0-           *

The Retirement Program Plan for
   Employees of Union Carbide
   Corporation (1)                         72,000             *            72,000           -0-           *

Howard Hughes Medical Institute (1)        87,000             *            87,000           -0-           *

The Robert Wood Johnson Foundation (1)     95,000             *            95,000           -0-           *

New York State Nurses Association
   Pension Plan (1)                        52,000             *            52,000           -0-           *

Ohio Carpenters' Pension Fund (1)          30,000             *            30,000           -0-           *

Laborers' District Council and
   Contractors' of Ohio Pension
   Fund (1)                                24,000             *            24,000           -0-           *

Australian Retirement Fund (1)             29,600             *            25,000           -0-           *

Emergency Services Superannuation
   Board (1)                               21,100             *            18,000           -0-           *

Retail Employees Superannuation
   Trust (1)                               27,000             *            27,000           -0-           *

BC Telecom Pension Plan for
   Management and Exempt Employees (1)      4,500             *             4,500           -0-           *

David Cumming                               3,000             *             3,000        53,400           *


--------------------------
*    Less than 1.0%.
(1)  Wellington Management Company, LLP is an investment adviser registered with
     the Securities and Exchange  Commission under Section 203 of the Investment
     Advisers Act of 1940, as amended. Wellington Management, in its capacity as
     investment  adviser,  may be deemed  to have  beneficial  ownership  of the
     shares  of  common  stock of  ParkerVision  that are  owned  of  record  by
     investment advisory clients of Wellington Management. Beneficial ownership,
     as such term is used herein,  is determined  in accordance  with Rule 13d-3
     promulgated  under the  Securities  Exchange Act of 1934,  as amended,  and
     includes  voting  and/or  dispositive  power with  respect to such  shares.
     Wellington  Management has shared voting  authority over 824,500 shares and
     no voting  authority  over  1,028,500  shares  listed as owned prior to the
     offering.
(2)  Steven Derby, the managing member of BayStar Capital  Management,  LLC, the
     general  partner of  BayStar  Capital  II, LP, has the  ability to vote and
     dispose of the shares of common stock of the selling stockholder.

                                      -12-


(3)  SEI  Investments   Distribution   Company,   the  advisor  to  the  selling
     stockholder, is a registered broker dealer and is a wholly owned subsidiary
     of SEI Investments  Company,  and therefore the selling  stockholder may be
     considered an affiliate of a member of the NASD.
(4)  The selling stockholder is an affiliate of Seligman Services,  a registered
     broker-dealer.
(5)  Goldman  Sachs & Co., an affiliate of a  registered  broker-dealer,  and JB
     Were are engaged in a global  alliance that offers,  among other  services,
     cash management and share trading services to retail  investors.  Therefore
     the selling stockholder may be deemed to be an affiliate of a member of the
     NASD.
(6)  Talvest  Global Small Cap Fund is affiliated  with CIBC World Markets Corp.
     and CIBC  World  Markets  Inc.,  of which  CIBC Wood  Gundy,  a  registered
     broker-dealer, is a division.

     On November 14, 2003, ParkerVision  consummated the sale of an aggregate of
2,310,714  shares of common stock in a private  placement to a limited number of
institutional  and other investors in a private  placement  pursuant to offering
exemptions  under the Securities Act of 1933. The gross proceeds of the offering
were  $20,218,747.50.   ParkerVision  engaged  Wells  Fargo  Securities  LLC  as
placement agent pursuant to an agreement dated October 23, 2003,  under which it
paid an aggregate of  $1,243,124  in fees and  expenses in  connection  with the
offering. Based on representations to the company in the purchase agreements and
investor  questionnaires,  none of the selling  stockholders  had  agreements or
understandings,  directly  or  indirectly,  with any  person to  distribute  the
shares, and purchased them in the ordinary course for investment purposes.


     ParkerVision  agreed to register  the shares of common  stock for resale by
the investors in the private placement. The registration provisions provide that
if the registration statement is not declared effective by February 14, 2004, or
the  registration  statement is suspended  after it is declared  effective,  any
selling  stockholder  who owns shares of common  stock  purchased in the private
placement  will be entitled to liquidated  damages of 1% of the purchase  price,
per month,  on a pro rata  daily  basis,  until the  registration  statement  is
declared effective or available for use after a suspension.  The maximum penalty
is  limited  to  10%  of  the  purchase  price.  ParkerVision  and  the  selling
shareholders,  severally,  have  agreed  to  indemnify  each  other  in  certain
circumstances in connection with the registration statement.

                              PLAN OF DISTRIBUTION

     The sale or  distribution  of the  common  stock  may be made  directly  to
purchasers by the selling  stockholders or by any donee, or permitted transferee
as principals or through one or more  underwriters,  brokers,  dealers or agents
from time to time in one or more public or private transactions, including:

     o    block trades;
     o    on any exchange, Nasdaq or in the over-the-counter market;
     o    in  transactions  otherwise  than  on an  exchange,  Nasdaq  or in the
          over-the-counter market;
     o    through  the  writing of put or call  options  relating  to the common
          stock;
     o    the short sales of the common stock;
     o    through the lending of such common stock;
     o    by way of gift, settlement or contribution to capital;
     o    through  the   distribution   of  the  common  stock  by  any  selling
          stockholder to its partners, members or shareholders; or
     o    through a combination of any of the above.

     Any of these transactions may be effected:

     o    at market prices prevailing at the time of sale;
     o    at prices related to such prevailing market prices;

                                      -13-


     o    at varying prices determined at the time of sale; or
     o    at negotiated or fixed prices.

     If  any of the  selling  stockholder  effects  transactions  to or  through
underwriters,  brokers, dealers or agents, these underwriters,  brokers, dealers
or agents may receive  compensation  in the form of  discounts,  concessions  or
commissions from the selling  stockholder or purchasers.  These discounts may be
in excess of those customary for the types of transactions involved.


     The  selling   stockholders  and  any  brokers,   dealers  or  agents  that
participate  in the  distribution  of the  common  stock  may  be  deemed  to be
underwriters  within the meaning of Section 2 of the Securities  Act. Any profit
on the  sale  of  common  stock  by  them  and  any  discounts,  concessions  or
commissions received by any of the underwriters,  brokers, dealers or agents may
be deemed to be underwriting discounts and commissions under the Securities Act.

     The  selling  stockholders  have  agreed  with the  company to comply  with
applicable  securities laws. Each of the selling shareholders and any securities
broker-dealer or others who may be deemed to be statutory  underwriters  will be
subject to the prospectus  delivery  requirements  under the Securities Act. The
offer  and  sale  by the  selling  stockholders  may be a  "distribution"  under
Regulation  M,  in  which  case  the  selling   stockholder,   any   "affiliated
purchasers",  and any  broker-dealer  or other person who  participates  in such
distribution   may  be  subject  to  Rule  102  of   Regulation  M  until  their
participation in that distribution is completed.  Rule 102 makes it unlawful for
any person who is  participating  in a distribution to bid for or purchase stock
of the same class of  securities  that are the  subject of the  distribution.  A
"distribution"  is defined in Rule 102 as an  offering  of  securities  "that is
distinguished  from  ordinary  trading  transactions  by  the  magnitude  of the
offering and the presence of special  selling efforts and selling  methods".  In
addition  Rule  101  under  Regulation  M  prohibits  any  "stabilizing  bid" or
"stabilizing   purchase"  by  a  selling   stockholder  in  connection   with  a
distribution for the purpose of pegging,  fixing or stabilizing the price of the
common stock in connection with this offering.


     Under the securities  laws of some states,  the common stock may be sold in
these  states  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in some  states,  the common  stock may not be sold unless the common
stock has been  registered  or  qualified  for sale in the state or an exemption
from registration or qualification is available and is complied with.


     The  selling  stockholders  may also  resell all or a portion of the common
stock in open market transactions in reliance upon Rule 144 under the Securities
Act.  In these  cases,  they  must meet the  criteria  and  conform  to the sale
requirements of that rule,  including a holding period of not less than one year
from the date of purchase.

     We will pay all the costs,  expenses and fees incident to the  registration
of the common stock. The selling  stockholders will pay the costs,  expenses and
fees incident to the offer and sale of the common stock to the public, including
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
have agreed to indemnify the selling  stockholders  against certain liabilities,
including  liabilities  under the Securities Act. We will not receive any of the
proceeds from the sale of any of the securities by the selling stockholders.


                                  LEGAL MATTERS

     The legality of the common stock offered by this prospectus has been passed
upon by Graubard Miller.

                                      -14-


                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  to the  Annual  Report on Form 10-K for the year ended  December  31,
2002,  have been so  incorporated  in reliance on the report (which  contains an
emphasis-of-a-matter explanatory paragraph relating to the Company's significant
losses and negative cash flows and  management's  plans to continue the business
as   described   in   Notes   2  and  19  to  the   financial   statements)   of
PricewaterhouseCoopers  LLP, independent certified public accountants,  given on
the authority of said firm as experts in auditing and accounting.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information  with the  Securities and Exchange  Commission.  Our SEC filings are
available   to  the  public  over  the   Internet  at  the  SEC's  web  site  at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call  the  SEC at  1-800-SEC-0330  for  further  information  about  the  public
reference room.

     The SEC allows us to incorporate by reference the  information we file with
it, which means that we can disclose  important  information to you by referring
you  to  those  documents.  The  information  incorporated  by  reference  is an
important part of this  prospectus,  and information that we file later with the
SEC will  automatically  update and supersede this information.  This prospectus
incorporates  by reference our documents  listed below and any future filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until all of the securities are sold.

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2002;
     o    Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
          2003, June 30, 2003 and September 30, 2003;
     o    Current Report on Form 8-K dated September 4, 2003;
     o    Proxy  Statement  dated  May  1,  2003,  as  amended,  to be  used  in
          connection  with the annual meeting of  shareholders on June 26, 2003;
          and
     o    Form 8-A declared  effective on November  30,  1993,  registering  our
          common stock,  under Section 12(g) of the  Securities  Exchange Act of
          1934, as amended.

     Potential investors may obtain a copy of any of our SEC filings,  excluding
exhibits,  without charge by written or oral request  directed to  ParkerVision,
Inc., Attention: Investor Relations, 8493 Baymeadows Way, Jacksonville,  Florida
32256.

                                      -15-


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses payable by us in connection with the distribution of
the securities being registered are as follows:


SEC Registration and Filing Fee...................................   $  1,615.13
Legal Fees and Expenses...........................................     20,000.00
Accounting Fees and Expenses......................................     10,000.00
Printing  ........................................................        500.00
Miscellaneous.....................................................      2,884.87
                                                                     -----------
     TOTAL........................................................   $ 35,000.00


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The laws of the Florida permit the indemnification of directors, employees,
officers and agents of Florida  corporations.  Our articles of incorporation and
bylaws  provide  that we shall  indemnify  to the fullest  extent  permitted  by
Florida law any person whom we indemnify under that law.

     The  provisions  of  Florida  law  that  authorize  indemnification  do not
eliminate  the  duty  of  care  of a  director.  In  appropriate  circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain  available.  In addition,  each  director  will continue to be subject to
liability  for  (a)  violations  of  criminal  laws,  unless  the  director  has
reasonable  cause to believe  that his conduct  was lawful or had no  reasonable
cause to believe his conduct was  unlawful,  (b)  deriving an improper  personal
benefit  from  a  transaction,  (c)  voting  for  or  assenting  to an  unlawful
distribution  and (d) willful  misconduct  or conscious  disregard  for our best
interests in a proceeding  by or in our right to procure a judgment in its favor
or in a  proceeding  by or in the right of a  stockholder.  The statute does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws.

     We have entered into indemnification and reimbursement agreements with each
of our directors.

     The effect of the  foregoing is to require us to indemnify our officers and
directors  for  any  claim  arising  against  such  persons  in  their  official
capacities  if such  person  acted in good faith and in a manner  that he or she
reasonably  believed  to be in or not  contrary  to the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     We have  directors  and officers  insurance  which  includes  insurance for
claims against these persons brought under securities laws.

     To the extent that we indemnify  our  management  for  liabilities  arising
under   securities   laws,   we  have  been   informed  by  the  SEC  that  this
indemnification is against public policy and is therefore unenforceable.

                                      II-1


ITEM 16. EXHIBITS



                                                         Incorporated
                                                              by
                                                          Reference
                                                             from       No. in
Number            Description                              Document    Document    Filing Status
------            -----------                              --------    --------    -------------
                                                                      
  5.1   Opinion of Graubard Miller                            --          --             *

 10.1   Form of Stock Purchase Agreement with each of         --          --             *
        the investors in the November 2003 private
        placement who are the Selling Stockholders

 10.2   Schedule of November 2003 Investors                   --          --             *


 10.3   Foundry Agreement with Texas Instruments              --          --      Filed herewith


 23.1   Consent of PricewaterhouseCoopers LLP                 --          --      Filed herewith

 23.2   Consent of Graubard Miller (included in               --          --             *
        Exhibit 5.1)

 24.1   Power of Attorney (included on signature page         --          --             *
        of this Registration Statement)


-------------------------------

*    Previously filed (original Registration Statement No. 333-110712)

Item 17. UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  any  deviation  from the low or high end of the estimated
          maximum  offering  range may be  reflected  in the form of  prospectus
          filed with the SEC pursuant to Rule 424(b) if, in the  aggregate,  the
          changes in volume and price  represent no more than 20 percent  change
          in the maximum aggregate  offering price set forth in the "Calculation
          of Registration Fee" table in the effective registration statement;

                                      II-2


     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed  with  or  furnished  to the  SEC by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  expressed in the Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  amendment  to its  registration  statement  (File  Number:
333-110712)  to be  signed  on its  behalf  by the  undersigned,  hereunto  duly
authorized, in Jacksonville, Florida on February 9, 2004.


                                        PARKERVISION, INC
                                        (Registrant)

                                        By: /s/ Jeffrey L. Parker
                                           -------------------------------------
                                           Name:  Jeffrey L. Parker
                                           Title: Chairman of the Board and
                                                  Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Jeffrey L.  Parker,  Todd Parker and David F.
Sorrells,  and each of them,  with full power to act  without  the  other,  such
person's  true and  lawful  attorneys-in-fact  and  agents,  with full  power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and  all  capacities,  to  sign  this  Registration  Statement,  any and all
amendments  thereto  (including  post-effective   amendments),   any  subsequent
Registration  Statements  pursuant to Rule 462 of the Securities Act of 1933, as
amended,  and any  amendments  thereto and to file the same,  with  exhibits and
schedules  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing necessary or desirable to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signatures                      Title                        Date
        ----------                      -----                        ----


By:         *                 Chief Executive Officer and       February 9, 2004
   -----------------------    Chairman of the Board
   Jeffrey L. Parker          (Principal Executive Officer)

By:         *                 President and Director            February 9, 2004
   -----------------------
   William A. Hightower

By:         *                 President, Video Business         February 9, 2004
   -----------------------    Unit and Director
   Todd Parker

By:         *                 Chief Technical Officer and       February 9, 2004
   -----------------------    Director
   David F. Sorrells

By:         *                 Secretary and Treasurer           February 9, 2004
   -----------------------
   Stacie Wilf

By:         *                 Chief Accounting Officer          February 9, 2004
   -----------------------    (Principal Accounting
   Cynthia L. Poehlman        Officer)

                                      II-4


By:         *                 Director                          February 9, 2004
   -----------------------
   Richard A. Kashnow

By:         *                 Director                          February 9, 2004
   -----------------------
   William L. Sammons

By:         *                 Director                          February 9, 2004
   -----------------------
   Papken S. Der Torossian

By:                           Director                          __________, 2004
   -----------------------
   Nam P. Suh

*    By Power of Attorney dated November 24, 2003

     /s/ Jeffrey L. Parker
     ---------------------
     Jeffrey L. Parker, Attorney-in-Fact
     February 9, 2004


                                      II-5