================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 11, 2005 (February 11, 2005)



                         AMERICAN TECHNOLOGY CORPORATION
                         -------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Delaware                                          87-0361799
          --------                                          ----------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
       Incorporation)

                                     0-24248
                                     -------
                            (Commission File Number)
                         
13114 Evening Creek Drive South, San Diego, California            92128
------------------------------------------------------            -----
      (Address of Principal Executive Offices)                  (Zip Code)


                                 (858) 679-2114
                                 --------------
              (Registrant's telephone number, including area code)



================================================================================






ITEM 2.02.        RESULTS OF OPERATION AND FINANCIAL CONDITION

         On February 11, 2005, American Technology Corporation issued a press
release announcing financial results for its quarter ended December 31, 2004.
Pursuant to SEC Release No. 33-8216, the press release is attached hereto as
Exhibit 99.1 and is being furnished, and shall not be deemed filed, for the
purpose of Section 18 of the Securities Act of 1933, or otherwise subject to the
liabilities of that section.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         99.1 Press Release dated February 11, 2005, announcing financial
results for the quarter ended December 31, 2004.






                                   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.



                                        AMERICAN TECHNOLOGY CORPORATION



Date:  February 11, 2005                By: /s/ MICHAEL A. RUSSELL
                                            ------------------------------------
                                            Michael A. Russell
                                            Chief Financial Officer





                                      -2-