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

                                  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):
                      May 16, 2005 (May 10, 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)


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))

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









ITEM 2.02.        RESULTS OF OPERATION AND FINANCIAL CONDITION

         On May 10, 2005, American Technology Corporation issued a press release
announcing financial results for its quarter ended March 31, 2005. 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 May 10, 2005, announcing financial results for
the quarter ended March 31, 2005.









                                   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:  May 16, 2005                     By: /s/ MICHAEL A. RUSSELL
                                            ------------------------------------
                                            Michael A. Russell
                                            Chief Financial Officer