As filed with the Securities and Exchange Commission on May 5, 2004,
                       and as Amended on May 24, 2004
- ----------------------------------------------------------------------------

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

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

                                 FORM 10-Q/A
                               AMENDMENT NO. 1
                                 (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934.
                For the quarterly period ended March 31, 2004
                                     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: 0-26020

                       APPLIED DIGITAL SOLUTIONS, INC.
           (Exact name of registrant as specified in its charter)

           MISSOURI                                          43-1641533
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                          Identification No.)

                        400 ROYAL PALM WAY, SUITE 410
                          PALM BEACH, FLORIDA 33480
                               (561) 805-8000
             (Address, including zip code, and telephone number,
     including area code, of registrant's principal executive offices)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
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 whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes   /X/   No   / /
         The number of shares outstanding of each of the issuer's classes of
common stock as of the close of business on April 30, 2004:

                     Class                                 Number of Shares
         Common Stock; $.01 Par Value                         52,483,008

                              EXPLANATORY NOTE

         The undersigned registrant hereby amends its Quarterly Report on Form
10-Q/A for the three-months ended March 31, 2004, filed by the Registrant on
May 5, 2004, to correct the certifications filed pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, which are included as Exhibits 31.1 and
31.2.






                                  SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                         APPLIED DIGITAL SOLUTIONS, INC.
                                         (Registrant)

Dated: May 24, 2004                      By: /S/ EVAN C. MCKEOWN
                                             -------------------------------
                                             Evan C. McKeown
                                             Senior Vice President, Chief
                                             Financial Officer






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