As filed with the Securities and Exchange Commission on September 19, 2003
                                                    Registration No. 333-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                ________________

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

           FLORIDA                                              59-2971472
  State or Jurisdiction of                                   (I.R.S. Employer
Incorporation or Organization                             Identification Number)

                               8493 Baymeadows Way
                           Jacksonville, Florida 32256
                            Telephone (904) 737-1367
                    (Address of principal executive offices)

                            Jeffrey Parker, President
                               ParkerVision, Inc.
                               8493 Baymeadows Way
                           Jacksonville, Florida 32256
                            Telephone (904) 737-1367
(Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:

                             David Alan Miller, Esq.
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097
                            Telephone (212) 818-8800
                            Facsimile (212) 818-8881

     Approximate  date of proposed  sale to the public:  As soon as  practicable
after the effective date of this Registration Statement.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_| ___________________

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_| ___________________

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|



                         CALCULATION OF REGISTRATION FEE



======================================================================================================================
                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
                                             AMOUNT TO BE       OFFERING PRICE         AGGREGATE        REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED          REGISTERED         PER SHARE(1)      OFFERING PRICE(1)        FEE
----------------------------------------------------------------------------------------------------------------------
                                                                                               
Common Stock, par value $.01                   138,158              $7.22               $997,500           $80.70
----------------------------------------------------------------------------------------------------------------------
         Total Fee.............................................................................            $80.70
======================================================================================================================

(1)  Based upon the market price of the Common Stock,  as reported by the Nasdaq
     Stock  Market on  September  17,  2003,  in  accordance  with  Rule  457(c)
     promulgated  under the  Securities  Act of 1933,  as  amended  ("Securities
     Act").

     The registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

                               ___________________



     THE  INFORMATION IN THIS  PROSPECTUS IS INCOMPLETE AND MAY BE CHANGED.  THE
SELLING  STOCKHOLDER  MAY NOT  SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS
PROSPECTUS  IS NOT AN OFFER TO SELL THESE  SECURITIES  AND IS NOT  SOLICITING AN
OFFER TO BUY  THESE  SECURITIES  IN ANY  STATE  WHERE THE OFFER OR SALE OF THESE
SECURITIES IS NOT PERMITTED.

                    SUBJECT TO COMPLETION, SEPTEMBER 19, 2003

PROSPECTUS

                               PARKERVISION, INC.

                         138,158 SHARES OF COMMON STOCK

     This   prospectus   covers  up  to  138,158   shares  of  common  stock  of
ParkerVision, Inc. that may be offered for resale for the account of the selling
stockholder set forth in this prospectus under the heading "Selling Stockholder"
beginning on page 10.

     The selling  shareholder may sell the shares,  from time to time, at prices
based on the  market  at the time of sale.  Our  common  stock is  traded on the
Nasdaq  National  Market System under the symbol PRKR. On September 18, 2003 the
last reported sale price of our common stock was $7.22.

     We will not receive any proceeds from the sale of the shares by the selling
stockholder.

     Investing  in our common  stock  involves a high degree of risk.  See "Risk
Factors" beginning on page 5.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is _________, 2003

                                      -1-


     YOU  SHOULD  RELY ONLY ON THE  INFORMATION  CONTAINED  OR  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT  INFORMATION.  WE ARE NOT MAKING AN OFFER OF THESE  SECURITIES  IN ANY
STATE  WHERE  THE  OFFER  IS NOT  PERMITTED.  YOU  SHOULD  NOT  ASSUME  THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT PAGE OF THIS PROSPECTUS.

                               TABLE OF CONTENTS

BUSINESS SUMMARY...............................................................3
RISK FACTORS...................................................................5
USE OF PROCEEDS................................................................9
SELLING STOCKHOLDER...........................................................10
PLAN OF DISTRIBUTION..........................................................10
LEGAL MATTERS.................................................................11
EXPERTS.......................................................................11
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................12

                  _____________________________________________


     ParkerVision,  Inc., referred to in this prospectus as ParkerVision,  we or
us, is a company engaged in two lines of business.  One is the wireless division
engaged in the development and initial  commercialization  of  Direct2DataTM  or
D2DTM  technology,  which  is  a  wireless  direct  conversion  radio  frequency
technology.  The other is the video  products  division  engaged in the  design,
development  and marketing of automated  production  systems and automated video
camera control systems.

     We were  incorporated  under the laws of the State of Florida on August 22,
1989. Our executive  offices are located at 8493 Baymeadows  Way,  Jacksonville,
Florida 32256. Our telephone number is (904) 737-1367.

                                      -2-


                                BUSINESS SUMMARY

GENERAL

     Our business is operated under two divisions:  the video products division;
and the wireless technology division.

WIRELESS TECHNOLOGY DIVISION

     Our  wireless   division  is  engaged  in  the   development   and  initial
commercialization  of  Direct2Data  or  D2D  technology.  This  technology  is a
completely new  electronic  circuit  architecture  for direct  conversion  radio
transceivers.  We believe the D2D  technology  has the  capability  of replacing
radio frequency heterodyne  architectures that are currently the most widespread
circuit architecture for wireless communications.

     Although we believe our technology is applicable to many wireless  markets,
we are initially targeting wireless local area networking applications.  We have
completed  reference  designs and  prototype  products for  wireless  local area
network  applications  utilizing  the D2D radio  transceiver  chip.  We are also
developing  integrated  chips to  incorporate  the baseband  processer and media
access controller (bb/mac) into a complete D2D chipset. The bb/mac processes the
baseband signal from the radio transceiver into data.

     We are in the  early  stages  of  commercializing  the  technology.  We are
currently marketing our reference designs and semiconductor  products to product
manufacturers for integration into their products. We are also initiating retail
and other  direct  sales of our wireless  local area  network  products.  As our
products  and  capacities  permit,  we plan to develop  other  commercialization
strategies.  Our  commercialization  efforts  are  likely to  include  strategic
relationships   with  other   companies  for   development,   marketing   and/or
distribution.

     ParkerVision  will continue its  development  efforts on the D2D technology
and devote  substantial  amounts of our human and  financial  resources to these
endeavors.  Our  research  efforts in the future will be on the  development  of
complimentary  products and application  specific solutions as well as continued
enhancement of our current technology.

VIDEO PRODUCTS DIVISION

     The Video  Division  engages in the design,  development  and  marketing of
automated  live  television  production  systems,  marketed  under the tradename
PVTV(TM),  and  automated  video  camera  control  systems,  marketed  under the
tradename CameraMan(R).  ParkerVision also provides training,  support and other
services related to these products.

     PVTV systems are targeted  primarily at, and sold directly to  broadcasters
in the US and Canada and are designed  specifically  to meet the needs of studio
production  markets.  The PVTV product line combines a  professional,  broadcast
television  quality  video  production  system  that  integrates  video,  audio,
teleprompter,  machine control such as VTRs, audio and video servers,  character
generators  and  still  stores  as  well as  camera  control  functions  into an
intelligent one or two-operator station. PVTV systems also typically incorporate
two or more of the  ParkerVision  three  chip  camera  systems.  The  system  is
designed to allow  organizations  to  economize  resources by  maximizing  their
production capabilities. A single

                                      -3-


operator can control, in parallel, the production functions that require as many
as four to twelve individuals to operate using traditionally available broadcast
equipment.

     While we have focused almost all of our sales and marketing efforts on PVTV
NEWS(TM) systems for the US and Canada broadcast  markets,  we believe there are
many other  attractive  vertical  markets  to  penetrate,  including  education,
corporate,  government  and religious  markets.  Our sales of these  products is
through our sales staff.

     The  CameraMan  systems were  initially  developed to allow the creation of
professional-quality  video  communication by  non-professional  video users. We
market  the  CameraMan  systems  to certain  educational  and  videoconferencing
segments of the commercial market that utilize audiovisual solutions for various
communicating, training, presenting, and educating needs. The CameraMan products
are offered in a variety of  application-specific  packages  designed  for these
markets.  These packages now include only three-chip  imaging  cameras.  We also
offer a higher quality digital  three-chip  CameraMan system targeted toward the
broadcast and  professional  video user.  Distribution of this product line, for
the most part, is through third-parties.

     ParkerVision also offers experienced  professional services that complement
the PVTV system  purchase.  ParkerVision  utilizes  in-house  trainers,  project
managers and support staff to guide the broadcaster  through the transition from
a  traditionally  manual  production  environment  to an automated  control room
system as well as provide  extended  support  services  after the  transition is
completed.  Managing the  transition to  automation  in a broadcast  environment
requires extensive planning and training.  Training includes a basic PVTV system
overview,  advanced  functionality and workflow  processes,  shadowing  existing
newscasts  to simulate  the  process,  talent  rehearsals  and finally  recovery
training so that PVTV operators are properly prepared for the transition.

     Our  development  efforts  continued to focus on  enhancements  to the PVTV
product  line,  including a scalable  system  platform and add-on  modules which
enhance or add features and functionality.

PATENTS

     We have  approximately  175  patents and patent  applications  filed in the
United States and in foreign  jurisdictions.  We believe the number and scope of
these patents are an important asset of ParkerVision  and gives it a significant
competitive advantage.

                                      -4-


                                  RISK FACTORS

     The shares of common stock being offered hereby are  speculative and should
not be purchased by anyone who cannot afford a loss of their entire  investment.
Before making an investment in ParkerVision,  you should carefully  consider the
risks  described  below.  The risks described below are not the only ones facing
us.  Additional risks not currently known to us or that we currently believe are
immaterial  may also impair our business  operations.  Our  business,  financial
condition or results of operations  could be materially,  adversely  affected by
any of these risks.  The trading price of our common stock could decline because
of any one of these risks, and you may lose all or part of your investment.

PARKERVISION  HAS A HISTORY OF LOSSES,  AND ITS OPERATING LOSSES ARE EXPECTED TO
CONTINUE.

     ParkerVision has had losses in each year since its inception in 1989. There
can be no  assurance  that the current  technology  or products or  technologies
being developed will produce  revenues that will cover  operational  expenses or
result in net profits.

PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS.

     Because ParkerVision has had net losses and has not generated positive cash
flow from  operations,  it has funded its operating losses to date from the sale
of equity  securities  from time to time,  including the sale of common stock in
March  2003.  The  Company's  business  plan for 2003  and  thereafter  requires
significant  expenditures.  It will require additional capital in the future for
research  and  development,   manufacturing  and  continued   operating  losses.
Financing,  if any,  may be in the form of loans or  additional  sales of equity
securities.  A loan or the sale of preferred  stock may result in the imposition
of operational  limitations and other covenants and payment obligations,  any of
which may be  burdensome to  ParkerVision.  The sale of equity  securities  will
result in dilution  to the  current  stockholders'  ownership  of  ParkerVision.
ParkerVision does not have any plans or arrangements for additional financing at
this time.

MICROELECTRONIC  HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES
THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS
AND DEVELOP NEW PRODUCTS.

     Because of the rapid technological development that regularly occurs in the
microelectronics  industry,  ParkerVision  must continually  devote  substantial
resources to developing and improving its technology and introducing new product
offerings and creating new products. This is necessary to establish and increase
market share and grow revenues.  If another  company  offers better  products or
ParkerVision   development  lags,  a  competitive   position  or  market  window
opportunity may be lost, and therefore the revenues or the potential of revenues
of ParkerVision may be adversely affected.

PARKERVISION  EXPENDS SIGNIFICANT  RESOURCES FOR RESEARCH AND DEVELOPMENT OF NEW
PRODUCTS AND TECHNOLOGY THAT ULTIMATELY MAY NOT BE COMMERCIALLY ACCEPTED.

     ParkerVision  devotes  substantial  resources to research and  development.
There can be no  assurance  that the  results of the  research  and the  product
development will produce  commercially viable technologies and products.  If new
technologies and products are not commercially accepted, the funds expended will
not be recoverable, and ParkerVision's competitive and financial position may be
adversely affected.

                                      -5-


PARKERVISION NEEDS TO ACHIEVE MARKET ACCEPTANCE OF ITS D2D TECHNOLOGY.

     The ParkerVision wireless technology represents a significant change in the
architecture  of  wireless  radio-frequency  communications.  To achieve  market
acceptance,  the Company will need to demonstrate the benefits of its technology
over more traditional solutions through the development of application solutions
and aggressive marketing. In many respects, because the D2D technology is such a
radically  different  approach  in  its  industry,  it  is  very  difficult  for
ParkerVision  to predict the final economic  benefits to users of the technology
and the financial rewards that ParkerVision  might expect. If the D2D technology
is  not  established  in  the  market  place  as an  improvement  over  current,
traditional  solutions in wireless  communications,  our business and  financial
condition will be adversely affected.

IF PARKERVISION'S PATENTS DO NOT PROVIDE THE ANTICIPATED MARKET PROTECTIONS, ITS
COMPETITIVE POSITION WILL BE ADVERSELY AFFECTED.

     ParkerVision has a large number of patents and patent applications relating
to its  microelectronic  technologies.  ParkerVision  relies on these to provide
competitive  advantage and protect it from theft of its  intellectual  property.
ParkerVision   believes  that  many  of  these  patents  are  for  entirely  new
technologies.  If the patents  are not issued or issued  patents are later shown
not to be as broad as currently believed or otherwise  challenged such that some
or all of the protection is lost,  ParkerVision will suffer adverse effects from
the loss of competitive  advantage and its ability to offer unique  products and
technologies.  Concomitantly,  there would be an adverse impact on its financial
condition and business prospects.

PARKERVISION  WIRELESS  COMMUNICATIONS USE RADIO FREQUENCY TECHNOLOGY SUBJECT TO
REGULATION BY THE FEDERAL COMMUNICATIONS COMMISSION.

     ParkerVision   must  obtain   approvals  from  the  United  States  Federal
Communications  Commission  for  the  regulatory  compliance  of  its  products.
ParkerVision  also  may  have  to  obtain  approvals  from  equivalent   foreign
government agencies where its products are sold  internationally.  The inability
to obtain any required approvals, or a change in current regulation that impacts
issued  approvals or the  approval  process,  may have an adverse  impact on the
ability of ParkerVision to market its products and on the business  prospects of
ParkerVision.

THE PVTV AND CAMERA SYSTEM PRODUCTS COMPETE WITH OTHER PRODUCTS.

     The broadcast studio production industry is highly  competitive.  There are
many other  companies  that offer  products  that singly or in  combination  can
compete  directly  or  indirectly  with  those  of  ParkerVision.  ParkerVision,
however,  believes that no one competing product offers the range of options and
capabilities  of the PVTV and  ParkerVision  camera system products in the tasks
for which these products have been designed.  The principal  competitors include
Chryon  Corporation,  Harris  Corporation,  Pinnacle Systems,  Leitch Technology
Corporation  ,  Seachange  Corporation,  Sony  Corporation,  and  Thompson/Grass
Valley,  among  others.  Each of  these  companies  are well  established,  have
substantially  greater  financial  and  other  resources  and  have  established
reputations or success in the  development,  sale and service of products.  They
also  have  significant  advertising  budgets  that  permit  them  to  implement
extensive advertising and promotional  campaigns in response to competitors.  If
these or other companies improve or change their products or launch  significant
marketing  efforts  in the  market  segments  in  which  ParkerVision  operates,
ParkerVision may lose market share and revenue opportunities.

                                      -6-


PARKERVISION EXPECTS COMPETITION IN CONNECTION WITH ITS DIRECT2DATA TECHNOLOGY.

     Although the D2D technology of ParkerVision is believed to be a significant
technological  advancement,  it will face competition  from older  technological
solutions  until the  ParkerVision  products  are more widely  acknowledged  and
utilized.  This  technology  may  also  face  competition  from  other  emerging
approaches or new  technological  advances which are under  development and have
not yet emerged.

PARKERVISION  OBTAINS  CRITICAL  COMPONENTS AND  MANUFACTURING  SERVICES FOR ITS
PRODUCTS FROM VARIOUS  SUPPLIERS WHICH PUTS  PARKERVISION AT RISK IF THEY DO NOT
FULFILL THE PARKERVISION NEEDS OR INCREASE PRICES THAT CANNOT BE PASSED ON.

     Both the video  product  and  wireless  divisions  of  ParkerVision  obtain
critical components from various suppliers and manufacturers.  Some of these are
single sources. Because ParkerVision depends on outside sources for supplies and
manufacturing of various parts of its products,  ParkerVision is at risk that it
may not obtain  these  components  on a timely  basis,  or at all due to lack of
capacity,  parts  shortages  in the overall  marketplace  and other  fulfillment
obligations of these sources,  among other things.  If ParkerVision is unable to
obtain its components from the current sources, its business would be disrupted,
and it might have to expend some of its  resources  to modify its  products.  In
addition,  ParkerVision  is at risk for  increases  in prices  imposed  by these
sources over which ParkerVision has no control. Any inability of ParkerVision to
obtain  components or absorb price  increases may have an adverse  effect on its
own ability to fulfill orders and on its financial condition.

PARKERVISION  IS DEPENDENT ON  ACCEPTANCE  OF ITS PVTV  PRODUCTS IN HIGH PROFILE
MARKETS.  IF PVTV  PRODUCTS  DO NOT  SUCCEED  IN THESE  MARKETS,  PARKERVISION'S
REVENUES WILL BE SIGNIFICANTLY AFFECTED.

     The PVTV products  have been  marketed to a limited  number of high profile
potential users. If the products do not meet the expected  requirements of these
customers or the market in general, ParkerVision may lose product acceptance and
market share in these and other comparable markets.  The loss of these customers
and markets would diminish future  marketing  opportunities  and presence in the
broadcast market segment in which it seeks to be a presence and adversely affect
future revenue development.

PARKERVISION  BELIEVES  THAT IT WILL  RELY IN THE NEAR  FUTURE  ON KEY  BUSINESS
RELATIONSHIPS FOR THE SUCCESSFUL  COMMERCIALIZATION OF ITS D2D TECHNOLOGY, WHICH
IF  LOST,  WILL  HAVE AN  ADVERSE  IMPACT  ON  ACHIEVING  MARKET  AWARENESS  AND
ACCEPTANCE AND LOSS OF BUSINESS OPPORTUNITY.

     To achieve market  awareness and acceptance of its D2D technology,  as part
of its business  strategy,  ParkerVision will attempt to enter into a variety of
business  relationships  with other  companies  which will  incorporate  the D2D
technology  into their products  and/or market  products based on D2D technology
through  retail  or  direct  marketing   channels.   Therefore,   ParkerVision's
successful  commercialization  of the D2D technology  will depend in part on its
ability  to meet its  obligations  under the  contracts  in  respect  of its D2D
technology and related development  requirements and the other parties using the
D2D technology as agreed.  The failure of the business  relationships will limit
the  commercialization  of the  ParkerVision  D2D technology  which will have an
adverse  impact on the  business  development  of the company and its ability to
generate revenues and recover development expenses.

                                      -7-


PARKERVISION HAS LIMITED  EXPERIENCE IN THE COMMERCIAL DESIGN AND MANUFACTURE OF
ELECTRONIC  CHIPS  WHICH  MAY  RESULT IN  PRODUCTION  INADEQUACIES,  DELAYS  AND
REJECTION.

     As ParkerVision  begins to  commercialize  its D2D technology,  it plans to
have  semiconductor  companies  manufacture  some of the  electronic  chips that
employ its proprietary designs to supply to end users.  ParkerVision has limited
experience  in the  commercial  design  and the  manufacture  of these  kinds of
electronic  chips. If there are design flaws or  manufacturing  errors resulting
from  the  inexperience,  there  may be  resulting  delays  or loss of  customer
acceptance of the  electronic  chips.  Either of these may be a breach of supply
agreements  or may  cause a loss of  customer  willingness  to use  ParkerVision
products. These may result in loss of commercialization opportunities as well as
revenues and cause  additional,  unanticipated  expenses with adverse  financial
effect.

PARKERVISION  IS HIGHLY  DEPENDENT ON MR. JEFFERY PARKER AS ITS CHIEF  EXECUTIVE
OFFICER.

     Because of Mr.  Parker's  position  in the  company  and the respect he has
garnered  in  the  industries  in  which  ParkerVision  operates  and  from  the
investment community, the loss of the services of Mr. Parker could be seen as an
impediment to the  execution of the  ParkerVision  business  plan. If Mr. Parker
were no longer  available to the company,  investors  may  experience an adverse
impact on their investment.

PARKERVISION IS DEPENDENT ON HIRING HIGHLY SKILLED EMPLOYEES.

     The business of ParkerVision is very  specialized in the areas of automated
broadcast and production  systems and video camera control  systems and wireless
direct  conversion  technology.  Because  these areas of business are  extremely
specialized,  ParkerVision  is  dependent  on  having  skilled  and  specialized
employees  to conduct its research and  development  activities,  manufacturing,
marketing and support.  The inability to obtain these kinds of persons will have
an adverse  impact on its  business  development  and may  prevent  ParkerVision
successfully implementing its current plans.

PARKERVISION  FACES INTENSE  COMPETITION  IN ITS HIRING PROGRAM FOR THE KINDS OF
EMPLOYEES IT REQUIRES.

     Because  ParkerVision  needs highly skilled employees and persons with very
specialized experience,  there tends to be relatively few persons available that
meet its requirements.  Generally,  ParkerVision has experienced a small pool of
persons  in the labor  markets in which it must seek its  employees.  Therefore,
when   hiring,   ParkerVision   encounters   intense   competition   from  other
telecommunications,  electronics and technically  orientated companies.  To meet
this competition ParkerVision often is required to fashion superior compensation
packages and to develop a working environment  conducive to attracting the kinds
of person the company needs.  It also has to pay recruiting  fees.  ParkerVision
may  experience an inability to obtain the services of required  personnel and a
high cost of labor in some  areas.  The former  may  prevent  ParkerVision  from
implementing  its  business  plan as  intended  and the  latter  may  result  in
additional  expense in its operations  which may not be recoverable.  One or the
other or both may place ParkerVision at an overall  disadvantage  comparative to
other companies.

THE  OUTSTANDING  OPTIONS AND WARRANTS MAY AFFECT THE MARKET PRICE AND LIQUIDITY
OF THE COMMON STOCK.

     ParkerVision  has  outstanding  options,  warrants  and options to purchase
6,750,845 shares of its common stock at June 30, 2003. This represents about 44%
of the common stock  outstanding on a fully diluted basis.  Approximately  1% of
these  securities  have exercise prices at less than the current market price of
the common stock.  All of the underlying  common stock of these securities is or
will be registered

                                      -8-


for sale by ParkerVision to the option holder or for public sale by the security
holder.  The amount of common stock  available for the sales may have an adverse
impact on  ParkerVision's  ability to raise capital in the public market and may
affect the price and  liquidity  of the common  stock in the public  market.  In
addition,  the  issuance  of these  shares of common  stock will have a dilutive
effect on the current stockholders' ownership of ParkerVision.

THE  MARKET  OF THE  PARKERVISION  COMMON  STOCK HAS  FLUCTUATED  SIGNIFICANTLY,
SOMETIMES IN A MANNER UNRELATED TO ITS PERFORMANCE.

     The market price of the common stock has  fluctuated  widely in response to
various factors and events. These include:

     o    the number of shares of common  stock being sold and  purchased in the
          marketplace,
     o    variations in operating results,
     o    rumors of  significant  events  which  can  circulate  quickly  in the
          marketplace, particularly over the internet, and
     o    the  difference  between  actual  results and the results  expected by
          investors and analysts.

Since the common stock has been publicly traded, its market price has fluctuated
over a wide  range  and  ParkerVision  expects  it to  continue  to do so in the
future.  In addition,  the stock market had  experienced  broad price and volume
fluctuations  in recent years that have often been  unrelated  to the  operating
performance  of companies.  These broad market  fluctuations  also may adversely
affect the market price of the common stock.

PROVISIONS  IN THE  CERTIFICATE  OF THE  INCORPORATION  AND  BY-LAWS  COULD HAVE
EFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS.

     Some  provisions  in  the  certificate  of  incorporation  and  by-laws  of
ParkerVision  could make it more difficult for a third party to acquire control.
For example,  the board of directors  has the ability to issue  preferred  stock
without  stockholder  approval  and there are  pre-notification  provisions  for
director nominations and submissions of proposals from stockholders to a vote by
all the  stockholders  under the  by-laws.  Florida  law also has  anti-takeover
provisions.

                                 USE OF PROCEEDS

     All the shares being offered by this  prospectus are for the account of the
selling stockholder.  ParkerVision will not receive any of the proceeds from the
sale of the shares by the selling stockholder.

                                      -9-


                               SELLING STOCKHOLDER


     The  following  table  provides  certain   information  about  the  selling
stockholder's  beneficial  ownership of our common stock at September ___, 2003.
It is also  adjusted to give effect to the sale of all of the shares  offered by
them under this prospectus.  Unless otherwise indicated, the selling stockholder
possesses sole voting and investment power with respect to the securities shown.



                                                                            AFTER OFFERING
                                                                            --------------
                      NUMBER OF SHARES                            NUMBER OF SHARES
                     BENEFICIALLY OWNED          NUMBER OF          BENEFICIALLY
NAME                 PRIOR TO OFFERING       SHARES TO BE SOLD          OWNED           % OF CLASS
----                 -----------------       -----------------          -----           ----------
                                                                                
SkyCross, Inc.            138,158                 138,158                 -0-               *

__________________________
*    Less than 1.0%.

     SkyCross,  Inc.  acquired 138,158 shares of our common stock in payment for
license fee under a license  agreement,  dated  September  3, 2003,  for certain
antenna  and other  technology  to be used in our  wireless  local area  network
products.  The license fee was stated at $950,000  and the shares  being  issued
were valued at $6.88 per share. In connection with this agreement,  we agreed to
register  the shares for resale by SkyCross at our cost.  During the 90 calendar
days  after the  effective  date of the  registration  statement  of which  this
prospectus  is a part,  SkyCross  is limited in the number of shares that it may
sell each  trading day to the greater of either  2,500 shares or five percent of
the  reported  average  daily  trading  volume  of  our  common  stock  for  the
immediately  preceding ten trading days. The  registration  agreement  calls for
certain  adjustments  if the net  proceeds of the sales of shares by SkyCross do
not yield the amount of the license fee within 90 days after the effective  date
of the registration statement of which this prospectus is a part, the adjustment
either to be paid in  additional  shares of our  common  stock  with  additional
registration  rights or in cash at our election.  If the shares being sold under
this prospectus were not permitted to be sold prior to December 31, 2003 because
the above volume limitations, in addition to any additional shares that may have
to be issued, we will have to pay SkyCross a penalty of $50,000.

                              PLAN OF DISTRIBUTION

     The sale or  distribution  of the  common  stock  may be made  directly  to
purchasers by the selling stockholder or by any donee,  pledgee or transferee as
principals or through one or more underwriters,  brokers, dealers or agents from
time to time in one or more public or private transactions, including:

     o    block trades;
     o    on any exchange or in the over-the-counter market;
     o    in  transactions  otherwise  than on an exchange  or in the  over-the-
          counter market;
     o    through  the  writing of put or call  options  relating  to the common
          stock;
     o    the short sales of the common stock;
     o    through the lending of such common stock;
     o    through  the   distribution   of  the  common  stock  by  any  selling
          stockholder to its partners, members or shareholders; or
     o    through a combination of any of the above.

                                      -10-


     Any of these transactions may be effected:

     o    at market prices prevailing at the time of sale;
     o    at prices related to such prevailing market prices;
     o    at varying prices determined at the time of sale; or
     o    at negotiated or fixed prices.

     If the selling stockholder effects transactions to or through underwriters,
brokers,  dealers or agents, these underwriters,  brokers, dealers or agents may
receive  compensation in the form of discounts,  concessions or commissions from
the selling stockholder or purchasers. These discounts may be in excess of those
customary for the types of transactions involved.

     The selling stockholder and any brokers, dealers or agents that participate
in the  distribution of the common stock may be deemed to be  underwriters.  Any
profit on the sale of common  stock by them and any  discounts,  concessions  or
commissions received by any of the underwriters,  brokers, dealers or agents may
be deemed to be underwriting discounts and commissions under the Securities Act.

     Under the securities  laws of some states,  the common stock may be sold in
these  states  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in some  states,  the common  stock may not be sold unless the common
stock has been  registered  or  qualified  for sale in the state or an exemption
from registration or qualification is available and is complied with.

     The  selling  stockholder  may also  resell  all or a portion of the common
stock in open market transactions in reliance upon Rule 144 under the Securities
Act. In these cases, they must meet the criteria and conform to the requirements
of that rule.

     We  will  pay  all  of  the  costs,  expenses  and  fees  incident  to  the
registration of the common stock.  The selling  stockholder  will pay the costs,
expenses  and fees  incident  to the offer and sale of the  common  stock to the
public,  including  commissions,  fees and discounts of  underwriters,  brokers,
dealers and agents. We have agreed to indemnify the selling  stockholder against
certain liabilities, including liabilities under the Securities Act. We will not
receive  any of the  proceeds  from  the  sale of any of the  securities  by the
selling stockholder.

                                  LEGAL MATTERS

     The legality of the common stock offered by this prospectus has been passed
upon by Graubard Miller.

                                     EXPERTS

     The financial  statements  incorporated in this  Registration  Statement by
reference  to the  Annual  Report on Form 10-K for the year ended  December  31,
2002,  have been so  incorporated  in reliance on the report (which  contains an
emphasis-of-a-matter explanatory paragraph relating to the Company's significant
losses and negative cash flows and  management's  plans to continue the business
as   described   in   Notes   2  and  19  to  the   financial   statements)   of
PricewaterhouseCoopers  LLP, independent certified public accountants,  given on
the authority of said firm as experts in auditing and accounting.

                                      -11-


                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information  with the  Securities and Exchange  Commission.  Our SEC filings are
available   to  the  public  over  the   Internet  at  the  SEC's  web  site  at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call  the  SEC at  1-800-SEC-0330  for  further  information  about  the  public
reference room.

     The SEC allows us to incorporate by reference the  information we file with
it, which means that we can disclose  important  information to you by referring
you  to  those  documents.  The  information  incorporated  by  reference  is an
important part of this  prospectus,  and information that we file later with the
SEC will  automatically  update and supersede this information.  This prospectus
incorporates  by reference our documents  listed below and any future filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until all of the securities are sold.

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2002;
     o    Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
          2003 and June 30, 2003;
     o    Current Report on Form 8-K dated September 4, 2003;
     o    Proxy  Statement  dated  May  1,  2003,  as  amended,  to be  used  in
          connection  with the annual meeting of  shareholders on June 26, 2003;
          and
     o    Form 8-A declared  effective on November  30,  1993,  registering  our
          common stock,  under Section 12(g) of the  Securities  Exchange Act of
          1934, as amended.

     Potential investors may obtain a copy of any of our SEC filings,  excluding
exhibits,  without charge by written or oral request  directed to  ParkerVision,
Inc., Attention: Investor Relations, 8493 Baymeadows Way, Jacksonville,  Florida
32256.

                                      -12-


                                     PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses payable by us in connection with the distribution of
the securities being registered are as follows:

SEC Registration and Filing Fee...................................  $      80.70
Legal Fees and Expenses...........................................     15,000.00
Accounting Fees and Expenses......................................      6,000.00
Printing  ........................................................        500.00
Miscellaneous.....................................................      1,419.30
                                                                    ------------
          TOTAL...................................................  $  23,000.00

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The laws of the Florida permit the indemnification of directors, employees,
officers and agents of Florida  corporations.  Our articles of incorporation and
bylaws  provide  that we shall  indemnify  to the fullest  extent  permitted  by
Florida law any person whom we indemnify under that law.

     The  provisions  of  Florida  law  that  authorize  indemnification  do not
eliminate  the  duty  of  care  of a  director.  In  appropriate  circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain  available.  In addition,  each  director  will continue to be subject to
liability  for  (a)  violations  of  criminal  laws,  unless  the  director  has
reasonable  cause to believe  that his conduct  was lawful or had no  reasonable
cause to believe his conduct was  unlawful,  (b)  deriving an improper  personal
benefit  from  a  transaction,  (c)  voting  for  or  assenting  to an  unlawful
distribution  and (d) willful  misconduct  or conscious  disregard  for our best
interests in a proceeding  by or in our right to procure a judgment in its favor
or in a  proceeding  by or in the right of a  stockholder.  The statute does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws.

     We have entered into indemnification and reimbursement agreements with each
of our directors.

     The effect of the  foregoing is to require us to indemnify our officers and
directors  for  any  claim  arising  against  such  persons  in  their  official
capacities  if such  person  acted in good faith and in a manner  that he or she
reasonably  believed  to be in or not  contrary  to the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

     We have  directors  and officers  insurance  which  includes  insurance for
claims against these persons brought under securities laws.

     To the extent that we indemnify  our  management  for  liabilities  arising
under   securities   laws,   we  have  been   informed  by  the  SEC  that  this
indemnification is against public policy and is therefore unenforceable.

                                      II-1


ITEM 16.  EXHIBITS



                                                             Incorporated by
Exhibit                                                       Reference from      No. in
Number                        Description                        Document        Document        Filing Status
------                        -----------                        --------        --------        -------------
                                                                                     
  5.1       Opinion of Graubard Miller                              --              --           Filed Herewith
 10.1       Form of SkyCross, Inc. License Agreement, dated         --              --           Filed Herewith
            September 3, 2003
 23.1       Consent of PricewaterhouseCoopers LLP                   --              --           Filed Herewith
 23.2       Consent of Graubard Miller (included in Exhibit         --              --           Filed Herewith
            5.1)
 24.1       Power of Attorney (included on signature page           --              --           Filed Herewith
            of this Registration Statement)


                                      II-2


ITEM 17.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  any  deviation  from the low or high end of the estimated
          maximum  offering  range may be  reflected  in the form of  prospectus
          filed with the SEC pursuant to Rule 424(b) if, in the  aggregate,  the
          changes in volume and price  represent no more than 20 percent  change
          in the maximum aggregate  offering price set forth in the "Calculation
          of Registration Fee" table in the effective registration statement;

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in  periodic  reports  filed  with  or  furnished  to the  SEC by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such indemnification is against

                                      II-3


public  policy  expressed in the Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned, hereunto duly authorized, in Jacksonville, Florida on September 19,
2003.

                                        PARKERVISION, INC
                                        (Registrant)

                                        By: /s/ Jeffrey L. Parker
                                            ---------------------
                                            Name:  Jeffrey L. Parker
                                            Title: Chairman of the Board and
                                                   Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Jeffrey L.  Parker,  Todd Parker and David F.
Sorrells,  and each of them,  with full power to act  without  the  other,  such
person's  true and  lawful  attorneys-in-fact  and  agents,  with full  power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and  all  capacities,  to  sign  this  Registration  Statement,  any and all
amendments  thereto  (including  post-effective   amendments),   any  subsequent
Registration  Statements  pursuant to Rule 462 of the Securities Act of 1933, as
amended,  and any  amendments  thereto and to file the same,  with  exhibits and
schedules  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing necessary or desirable to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Signatures                        Title                     Date
         ----------                        -----                     ----

By: /s/ Jeffrey L. Parker         Chief Executive Officer     September 19, 2003
    ---------------------------   and Chairman of the Board
      Jeffrey L. Parker           (Principal Executive Officer)

By: /s/ William A. Hightower      President and Director      September 19, 2003
    ---------------------------
      William A. Hightower

By: /s/ Todd Parker               President, Video Business   September 19, 2003
    ---------------------------   Unit and Director
      Todd Parker

By: /s/ David F. Sorrells         Chief Technical Officer     September 19, 2003
    ---------------------------   and Director
       David F. Sorrells

By: /s/ Stacie Wilf               Secretary and Treasurer     September 19, 2003
    ---------------------------
      Stacie Wilf

By: /s/ Cynthia L. Poehlman       Chief Accounting Officer    September 19, 2003
    ---------------------------   (Principal Accounting
       Cynthia L. Poehlman        Officer)

                                     II-5


By: /s/ Richard A. Kashnow        Director                    September 19, 2003
    ---------------------------
      Richard A. Kashnow

By: /s/ William L. Sammons        Director                    September 19, 2003
    ---------------------------
       William L. Sammons

By: /s/ Papken S. Der Torossian   Director                    September 19, 2003
    ---------------------------
       Papken S. Der Torossian

                                      II-6