SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        February  25 , 2004
                                                   -----------------------------


                               PARKERVISION, INC.
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               (Exact Name of Registrant as Specified in Charter)

             Florida                       0-22904                59-2971472
-------------------------------     ----------------------   -------------------
(State or Other Jurisdiction of    (Commission File Number)     (IRS Employer
        Incorporation)                                       Identification No.)


8493 Baymeadows Way, Jacksonville, Florida                      32256
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 (Address of Principal Executive Offices)                     (Zip Code)



Registrant's telephone number, including area code         (904) 737-1367
                                                    ----------------------------


                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events and Regulation FD Disclosure

         On February 25, 2004,  ParkerVision,  Inc.  ("Company") entered into an
asset purchase  agreement ("Asset  Agreement") and various ancillary  agreements
with  Thomson  Broadcast  &  Media  Solutions,   Inc.  ("Thomson")  and  Thomson
Licensing, SA ("Thomson Licensing" and, together with Thomson, the "Purchasers")
for the sale of certain  designated assets of the Company's video division.  The
transaction  is  expected  to close in the  second  quarter  of 2004,  after the
approval  of the  Company's  stockholders  is  obtained.  Thomson  is a  leading
provider of technology and service  solutions for integrated  entertainment  and
media  companies,  providing  end-to-end  solutions to content  creators,  video
network operators and manufacturers and retailers through its Technicolor, Grass
Valley, THOMSON and RCA brands.  Thomson Licensing,  an affiliate of Thomson, is
the world-wide licensing administrator for the Thomson group of companies.

Assets Being Sold
-----------------

         Under the Asset  Agreement and the various  ancillary  agreements,  the
Company will sell to the Purchasers  the business and  designated  assets of its
video division,  excluding certain contracts.  Generally,  the assets to be sold
are  those  used in  connection  with and  relating  to the  PVTV and  CameraMan
products and  services,  including  patents,  patent  applications,  tradenames,
trademarks  and  other  intellectual  property,  inventory,   specified  design,
development  and  manufacturing  equipment,  and obligations  under  outstanding
contracts for products and services.

Consideration
-------------

         The purchase price of the assets is $12,500,000,  subject to adjustment
upon  verification of the actual value of the certain  tangible assets that will
be transferred,  minus certain liabilities  (warranty reserves,  deferred income
and  amounts  required  to  satisfy  certain  assumed  liabilities).  The upward
adjustment to the purchase price, if any, cannot exceed $2,750,000.  The Company
currently  believes that the adjustment will be  approximately  $1,500,000.  The
actual  amount of the  adjustment  will be  determined  within 45 days after the
closing and will be paid when the final  valuation  is agreed upon. A portion of
the purchase price equal to $1,250,000 will be held by the Purchasers  until the
first  anniversary of the closing as security against the Company's  obligations
to indemnify the Purchasers. This amount will earn interest until paid. Thomson,
Inc.,  an  affiliate  of the  Purchasers,  has agreed to  guarantee  the payment
obligations of the Purchasers under the Asset Agreement.

         The Company engaged Wells Fargo Securities LLC to act as its investment
banker in connection with the sale of its video division. The board of directors
of the Company has received a "fairness opinion" from Wells Fargo,  stating that
the consideration is fair to the Company from a financial point of view.

Representations
---------------

         The Company has made  customary  representations  and warranties to the
Purchasers  as to certain  facts about the assets  being  acquired,  its overall
business,  and the business of the video  division.  These include (i) corporate
status and authority of the Company,  (ii)  financial  statements of the Company


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and the video division,  (iii)  non-contravention  of outstanding  contracts and
obligations  of the Company,  laws and  regulations  affecting  the business and
arising because of the transaction,  (iv) inventory and personal property of the
business,  (v)  intellectual  property  used in the  business  and  owned by the
Company and licenses  granted or held by the  Company,  (vi)  employee  matters,
(vii) taxes and  insurance  relating to the Company and video  division,  (viii)
sufficiency of the assets to operate the business after the sale,  (ix) title to
the assets  being sold,  (x)  material  contracts  of the video  division,  (xi)
government   approvals  and  compliance  with  applicable  laws,  including  FCC
compliance,  (xii) products, services and related warranties,  (xiii) customers,
suppliers and  distributors,  (xiv) operations since January 1, 2004,  including
any  material  adverse  change  since that  date,  (xv)  general  conduct of the
division, and (xvi) various other related matters.

Covenants
---------

         The Company has  covenanted  as to a number of customary  items.  These
include the commitment to solicit  shareholder  approval of the transaction,  to
operate the business in the ordinary  course after the date of signing the Asset
Agreement  until the  closing,  and to take all  necessary  action to be able to
transfer the assets,  including  obtaining approvals under various contracts and
from regulatory bodies and making various assignments.

         The  Company  agreed  not to  initiate  or  solicit  or take any action
designed to encourage or  facilitate  any inquires or offers with respect to its
video  division  from,  or discuss such  inquiries  and offers  with,  any other
parties,  unless required under corporate law fiduciary duties after receiving a
bona  fide,  written,  unsolicited  cash  offer  which  the  board of  directors
determines is superior to the terms of the Asset Agreement.

         The Company agreed to use all its  commercially  reasonable  efforts to
fulfill the  conditions  within its  control to  complete  the sale of the video
division.

         The  Company  agreed  not to  compete  with the  business  of the video
division for five years after the  closing.  The Company also agreed not to seek
legal recourse  against the Purchasers in respect of its  intellectual  property
that will be transferred  or should have been  transferred if used in connection
with the video division.

         After closing, the Company will be obligated to assist the Purchaser in
transitioning the business of the video division into Thomson's operations. This
will include providing the Purchaser's  employees with office space, training in
respect of the business and the products and services,  contract  manufacturing,
and certain general administrative functions. The transition services and office
space will be provided for up to six months after the closing.  The Company will
be reimbursed at cost and at cost-plus depending on the service and for how long
the  service  is being  provided.  In  connection  with  these  elements  of the
transaction,  the Company will enter into a transition  services agreement and a
sublease for part of the office space it currently  leases.  The Purchasers will
also be granted a license to use the  "ParkerVision"  name for a limited time in
connection  with  the  transition  of  the  video  division  to  the  integrated
operations of the Purchasers.



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Conditions to Closing
---------------------

         There are a number of customary  conditions to be satisfied in order to
close. These include the following:  (i) the  representations  and warranties of
the parties  must be  accurate in all  material  respects at the  closing,  (ii)
subject to certain  limitations,  there can be no material adverse change in the
business of the video division,  (iii)  performance of various  covenants,  (iv)
absence of any pending litigation which seeks to materially restrain,  modify or
invalidate the transaction,  (v) receipt of required  consents,  including those
relating to various  suppliers and  customers,  (vi)  continued  approval by the
board  of  directors  of  the  transaction  and  receipt  of  the  vote  of  the
shareholders  of the Company  approving the agreements and  transaction and (vi)
employment  by  Purchaser  of  certain  employees  of the  video  division.  The
consummation of the transaction  also requires the execution and delivery of all
the ancillary agreements.

Termination
-----------

         The Asset  Agreement may be terminated in the following  circumstances:
(i) by mutual consent, (ii) after a material breach by either party, (iii) after
issuance of certain orders  enjoining or otherwise  prohibiting the transaction,
(iv) if the closing has not occurred by July 9, 2004, (v) if the shareholders of
the Company have not approved the Asset  Agreement and  transactions  by July 5,
2004,  (vi) if the board of  directors  of the Company  fails to recommend or it
withdraws,  modifies  or amends in any  respect  adverse to the  Purchasers  its
approval or  recommendation  of the Asset Agreement and the transaction,  or the
board of directors approves an alternative  acquisition proposal, and (vii) upon
receipt by the Company of a superior offer for the assets that is not matched by
the  Purchasers  which the directors  are bound to accept under their  fiduciary
duty to the Company and the shareholders.  Subject to certain  limitations,  the
Purchasers  may also  terminate  if there is a  material  adverse  change in the
business, financial condition or prospects of the video division.

         In the event of a termination for breach,  the non-breaching  party may
seek damages from the breaching  party.  In the case of termination  relating to
(i) the withdrawal of the board of directors recommendation for the transaction,
(ii) the issuance of an order  enjoining or prohibiting the  transaction,  (iii)
acceptance  of a superior  offer  that is not  matched  by the  Purchaser,  (iv)
failure to close by July 9, 2004 where the  Company  acts to  terminate,  or (v)
failure to obtain  shareholder  approval by July 5, 2004,  the  Company  will be
obligated to pay a fee of  $1,000,000  in cash,  or at its election  only in the
case of items (iv) and (v) above,  by the  issuance  of that number of shares of
common stock of the Company with an equivalent value to the cash amount.  If the
Company  issues its common  stock,  it will register the shares for re-offer and
resale by the Purchasers, and has agreed to a make-whole provision to assure the
Purchasers of getting at least  $1,000,000  from its sale of the shares within a
certain period of time.

         The  Purchaser  will also receive a right of first refusal for one year
after  termination of the Asset  Agreement in the following  circumstances:  (i)
acceptance of a superior offer not matched by the Purchasers which is not closed
by the Company,  (ii) withdrawal of the recommendation of the board of directors
of the  transaction,  (iii) failure to close by July 9, 2004,  where the Company
acts to  terminate,  or (iv)  after  receipt  of  certain  orders  enjoining  or
prohibiting the transaction. The right will be triggered by any written proposal
from a third party to acquire the business of the video division, to acquire all
or a material portion of the assets being sold under the Asset Agreement,  or to
exclusively  license all or a material portion of the  intellectual  property of
the video division.



                                       3


Indemnification
---------------

         The Asset  Agreement  provides that each party must indemnify the other
for  damages   incurred   as  a  result  of  the  breach  of  their   respective
representations  and  warranties  and  failure to observe  their  covenants.  In
general, the representations and warranties will survive for 18 months after the
closing and will not be affected by any  investigation by the other party.  Each
party is obligated to indemnify the other up to $4,000,000,  once a threshold of
$150,000  in damages is  achieved.  Additionally,  the  Company  must  indemnify
Purchasers against intellectual property claims for an unlimited period of time,
without  any  minimum  threshold,  and with a separate  maximum  of  $5,000,000.
Certain other claims by the Purchasers will not be limited as to time or amount.
The Purchasers  will be permitted to offset their claims against the amount held
back on the purchase price and other amounts due the Company.

Other Aspects of the Transaction
--------------------------------

         In  connection  with  the  transaction,  certain  shareholders  of  the
Company,  including  members of the Parker family and their  affiliates  and one
other director of the Company,  who together own approximately 27% of the issued
and outstanding shares of common stock, have signed a voting agreement, in which
they agree to vote in favor of the Asset Agreement and  transaction.  The voting
agreement terminates upon termination of the Asset Agreement.

Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits

         (a)      Financial Statements

         The Company will file the required financial  statements at the time it
files a further  Form 8-K Current  Report  relating to the  consummation  of the
transactions contemplated by the Merger Agreement.

         (b)      Pro Forma Financial Statements

         The Company will file the required pro forma  financial  statements  at
the time it files a further Form 8-K Current Report relating to the consummation
of the transactions contemplated by the Asset Agreement.



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         (c)      Exhibits

Exhibit Number    Description
--------------    -----------

         2.1      Asset Purchase Agreement, dated as of February 25, 2004, among
                  the Company, Thomson and Thomson Licensing

         10.1     Form of Retained Trademark License among Company,  Thomson and
                  Thomson Licensing

         10.2     Form of  Transition  Services  Agreement  between  Company and
                  Thomson

         10.3     Form  of  Patent  Assignment  Agreement  between  Company  and
                  Thomson Licensing

         10.4     Form of Non-Patent Assignment and Bill of Sale between Company
                  and Thomson

         10.5     Form   of   Sublease   relating   to  8493   Baymeadows   Way,
                  Jacksonville, Florida


         10.6     Voting  Agreement,  dated  February 25, 2004,  entered into by
                  each of Jeffrey L Parker, J-Parker Family Limited Partnership,
                  Eric Parker, Sari Parker, Joshua Parker, Todd Parker, T-Parker
                  Family Limited Partnership,  Juanita Jean Parker, Stacie Wilf,
                  S-Parker Wilf Family Limited  Partnership,  Parker Wilf, David
                  Wilf,  Barbara  Parker,  William L. Sammons,  Deborah  Parker,
                  Larry Wilf and Kristan Sammons

         99.1     Press release of the Company dated February 26, 2004



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                                   SIGNATURES

         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 hereunto duly authorized.

Dated:  March 2, 2004                   PARKERVISION, INC.
                                        (Registrant)

                                        /s/ Jeffrey L. Parker
                                        -------------------------------------
                                        Jeffrey L. Parker
                                        Chief Executive Officer



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                                  EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

         2.1      Asset Purchase Agreement, dated as of February 25, 2004, among
                  the Company, Thomson and Thomson Licensing

         10.1     Form of Retained Trademark License among Company,  Thomson and
                  Thomson Licensing

         10.2     Form of  Transition  Services  Agreement  between  Company and
                  Thomson

         10.3     Form  of  Patent  Assignment  Agreement  between  Company  and
                  Thomson Licensing

         10.4     Form of Non-Patent Assignment and Bill of Sale between Company
                  and Thomson

         10.5     Form   of   Sublease   relating   to  8493   Baymeadows   Way,
                  Jacksonville, Florida


         10.6     Voting  Agreement,  dated  February 25, 2004,  entered into by
                  each of Jeffrey L Parker, J-Parker Family Limited Partnership,
                  Eric Parker, Sari Parker, Joshua Parker, Todd Parker, T-Parker
                  Family Limited Partnership,  Juanita Jean Parker, Stacie Wilf,
                  S-Parker Wilf Family Limited  Partnership,  Parker Wilf, David
                  Wilf,  Barbara  Parker,  William L. Sammons,  Deborah  Parker,
                  Larry Wilf and Kristan Sammons

         99.1     Press release of the Company dated February 26, 2004




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