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

                                   FORM 8-K/A
                                (AMENDMENT NO. 1)

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 14, 2005

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


- ----------------------------- --------------------------- ----------------------
          Delaware                     0-22055                  11-3223672
- ----------------------------- --------------------------- ----------------------
(State or other jurisdiction   (Commission File Number)       (IRS Employer
     of incorporation)                                     Identification No.)
- ----------------------------- --------------------------- ----------------------


              101 Crawfords Corner Road, Holmdel, New Jersey 07733
          (Address of principal executive offices, including Zip Code)

                                 (732) 949-2350
              (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



                                EXPLANATORY NOTE

THE CURRENT REPORT ON FORM 8-K FILED BY THE REGISTRANT ON DECEMBER 23, 2004 (THE
"ORIGINAL 8-K") INADVERTENTLY ERRONEOUSLY REPORTED THE AMOUNT OF THE MONTHLY
PAYMENTS TO BE MADE BY THE REGISTRANT UNDER THE AGREEMENT REPORTED ON THEREIN.
THIS AMENDMENT NO. 1 ON FORM 8-K/A IS BEING FILED TO CORRECT THAT ERROR. THE
DISCLOSURE BELOW AMENDS AND RESTATES IN ITS ENTIRETY THE DISCLOSURE CONTAINED IN
THE ORIGINAL 8-K.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 17, 2004, Amedia Networks, Inc. (the "Company") entered into a
service agreement (the "Agreement") with Elite Financial Communications Group,
LLC ("Elite"), pursuant to which Elite has agreed to provide investor relation
services to the Company in consideration of payment of $7,500 per month (plus
expenses). The term of the agreement is twelve months; provided, however, that
at any time after February 15, 2005 the Company may terminate the agreement for
any reason, or for no reason, on 30-days written notice to Elite. Ivan
Berkowitz, a non-employee director of the Company, is a partner and managing
member of Elite.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

None.



                                   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:  JANUARY 14, 2005

                                             /S/ FRANK GALUPPO

                                                FRANK GALUPPO
                                                PRESIDENT AND CHIEF EXECUTIVE
                                                OFFICER