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                                  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): September 18, 1997
                                (August 25, 1997)



                         AMERICAN TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)





Delaware                             0-24248                  87-0361799
- --------                             -------                  ----------
(State or other jurisdiction of    (Commission         (I.R.S. Empl. Ident. No.)
incorporation or organization)     File Number)



  13114 Evening Creek Drive South, San Diego, California              92128
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     (Address of principal executive offices)                        (Zip Code)


                                 (619) 679-2114
              (Registrant's telephone number, including area code)

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The Company hereby amends in its entirety Item 5 - Other Events of its report on
Form 8-K dated August 29, 1997:

ITEM 5.    OTHER EVENTS

On August 25, 1997 the Company completed the private offering and sale for cash
at $10.00 per share a total of 350,000 shares of Series A Convertible Preferred
Stock, par value $.00001 ("Preferred Stock") to a limited number of investors
("Preferred Shareholders") for an aggregate of $3,500,000. The dollar amount of
Preferred Stock, increased by $.60 per share of Preferred Stock per annum and
other adjustments, at the election of the Preferred Shareholder, may be
converted one or more times into fully paid and nonassessable shares of common
stock, $.00001 par value, of the Company, at a conversion price which is 85% of
the average of the closing bid prices of the Company's Common Stock each day for
the five trading days immediately preceding the date of conversion provided that
in no event shall such amount to be multiplied by 85% be less than $3.00 per
share or greater than $5.75 per share. The shares of Preferred Stock may be
called by the Company for conversion if the common stock market price exceeds
$14.00 per share for ten days and certain conditions are met. The Preferred
Stock shall be subject to mandatory conversion after one year, subject to
certain conditions.

Each purchaser was granted a warrant to purchase 500 common shares of the
Company at $7.50 per share until August 1, 2000 ("Warrant") for each 1,000
shares of Preferred Stock (aggregate Warrants exercisable into 175,000 shares).
These securities were offered and sold without registration under the Securities
Act of 1933, as amended (the "Act"), in reliance upon the exemption provided by
Regulation D thereunder and an appropriate legend was placed on the Preferred
Stock and Warrants and will be placed on the shares issuable upon conversion of
the Preferred Stock or exercise of the Warrants unless registered under the Act
prior to issuance. The Company has agreed to file a registration statement on
the stock obtained on conversion of the Preferred Stock and the Warrants.

Net proceeds from the sale of the Preferred Stock of approximately $3,350,000 is
intended primarily for working capital to continue the Company's efforts to
exploit its HSS sound reproduction and other technologies. There can be no
assurance that the Company can successfully develop or exploit its various
technologies. The Company also intends to make applicaton for a listing of its
shares on the NASDAQ SmallCap Market.

At August 25, 1997 the Company had 9,744,424 common shares issued and
outstanding.


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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.

                                  AMERICAN TECHNOLOGY CORPORATION




Date: September 18, 1997          By: /s/ ROBERT PUTNAM
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                                  Robert Putnam
                                  Vice President and Treasurer

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