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): ~~September~~ 10October 9, 2003

AM Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-09856	023-~~09856~~1922958	~~23-1922958~~
(State or other Jurisdiction of Incorporation)		(Commission File No.)	(I.R.S. Employer Identification No.)
(State or otherJurisdiction of Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)

900 AM Drive		18951-2237
1900 AM Drive Quakertown, PA		18951-2237
Quakertown, PA		(Zip Code)
(Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (215) 538-8700

Not Applicable

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

Item 5. Other Events and Regulation FD Disclosure

As previously ~~announced,~~reported on August 28, 2003, AM Communications, Inc. and its subsidiaries (collectively the “Company”) ~~announced~~filed ~~that~~voluntary itpetitions for ~~filed~~reorganization a(jointly ~~voluntary~~administered ~~petition~~under ~~for~~Case ~~reorganization~~No. 03-12689 (PJW)) under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”). Additionally, the Company also announced that LaSalle Business Credit, LLC agreed to finance up to $9.0 million of debtor-in-possession financing (“DIP Financing”) to the Company. As part of the requirement of the DIP Financing, the Company must sell certain strategic assets of the Company, subject to Court approval.

~~The~~On ~~Company~~October ~~has moved forward with its DIP Financing requirements and on September 3~~9, 2003 ~~and September 5~~, ~~2003, respectively,~~ the ~~Company~~Court ~~entered~~approved ~~into~~the ~~letters~~final oforder ~~intent~~for ~~with~~debtor ~~various~~in possession ~~buyers~~financing ~~that are affiliated with~~ (the ~~Company. Pursuant to the~~ “DIP Financing”). ~~covenants~~Additionally, ~~the~~on ~~asset~~October ~~purchase agreements must be signed by all parties and filed with the Court by September 12~~10, 2003, ~~and~~ the ~~Court~~Company ~~must~~filed ~~hold~~ a ~~hearing by September 19, 2003 to approve the bidding procedures in connection with such~~ sales. ~~Though~~motion ~~there is no assurance, the Company expects to file such agreements~~ with the Court ~~and~~requesting ~~receive~~ the ~~Court’s~~sale ~~approval~~of ~~for~~substantially ~~the~~all ~~bidding~~of ~~procedures by~~ the ~~indicated~~operating ~~dates.~~assets Ifof the ~~Court~~Company ~~approves~~and ~~the~~ bidding procedures, ~~the sales auction~~in ~~must~~connection bewith ~~held on or before October 13, 2003. The Company believes that~~ the ~~total amount of proceeds from such asset~~ sales ~~will not exceed the undisputed claims~~ of ~~creditors.~~those ~~Accordingly,~~assets ~~the~~pursuant ~~Company~~to ~~believes~~three ~~the~~asset ~~existing~~purchase ~~equity of the Company has and will have no value and there will be no distributions to the shareholders~~agreements.

AsOn ~~previously~~October ~~announced on August 13~~22, 2003, ~~effective~~the ~~August~~Court 8,held ~~2003,~~a ~~Kenneth~~hearing and approved the bidding procedures (~~Chip~~the “Bid Procedures Order”) Land set a sale hearing. ~~Wiltse,~~As ~~President~~more ~~and~~fully ~~CEO~~set ~~resigned~~forth ~~from~~in the ~~Company~~Bid inProcedures ~~addition~~Order, any objections to such ~~members~~sales ofmust be filed with the ~~board~~Court ofby ~~directors~~November 28, ~~William~~2003. JAdditionally, all initial bids by qualified bidders must be submitted as set forth in the Bid Procedures Order on December 2, 2003. ~~Stape~~The ~~and~~Bid ~~George~~Procedures Order is attached as an exhibit to L.this ~~Kotkiewicz.~~Current ~~Additionally,~~Report ~~Lawrence~~on WForm 8-K. ~~Mitchell,~~Pursuant ~~former~~to ~~in-house~~the ~~counsel~~Bid Procedures Order, ~~was~~the ~~appointed~~sales ~~President~~auctions ~~and~~will ~~CEO.~~be Onheld ~~August~~on 17December 4, 2003, ~~Jill~~and Rwill be open only to qualified bidders and/or their representatives. ~~Felix~~A ~~also~~final ~~resigned~~hearing ~~from~~by the ~~board~~Court ofto ~~directors.~~approve ~~Ms.~~such ~~Felix’s~~sales will ~~resignation~~be ~~was~~held ~~immediately~~on ~~effective~~December 5, 2003.

~~Since~~FORWARD ~~the~~LOOKING ~~Company is delinquent in filing its Form 10-KSB for~~STATEMENTS the year ended March 31, 2003 and its Form 10-QSB for the quarter ended June 30, 2003 with the Securities and Exchange Commission, the Company no longer trades on the OTCBB. Accordingly, there is no current financial information of the Company, and in view of its current financial condition, the Company does not expect to provide any updated financial information. However, monthly financial statements are required to be filed with the Court. The Company will commence filing such reports with the Court in mid to late October for the partial month of August 31, 2003 for the period after the voluntary petition filing date on August 28, 2003 and for the month ended September 30, 2003. Additionally, the Company will also file each monthly report on a Form 8-K.

THIS FORM 8-K, INCLUDING EXHIBITS ATTACHED HERETO, CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT ACTUAL RESULTS COULD DIFFER MATERIALLY AS A RESULT OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, INCLUDING: THE OUTCOME OF THE COMPANY’S CHAPTER 11 PROCESS, THE OUTCOME OF VARIOUS CREDITORS CLAIMS, GENERAL ECONOMIC CONDITIONS, FUTURE TRENDS, AND OTHER RISKS AND UNCERTAINTIES.

ADDITIONALLY, AS EXPLAINED IN A SEPTEMBER 10, 2003 FORM 8-K, THE COMPANY CONTINUES TO BELIEVE THAT THE TOTAL AMOUNT OF PROCEEDS FROM SUCH ASSET SALES WILL NOT EXCEED THE UNDISPUTED CLAIMS OF CREDITORS. ACCORDINGLY, THE COMPANY CONTINUES TO BELIEVE THAT THE EXISTING EQUITY OF THE COMPANY HAS AND WILL HAVE NO VALUE AND THERE WILL BE NO DISTRIBUTIONS TO THE SHAREHOLDERS.

Item 7.

Financial Statements and Exhibits

(c)

Exhibits.


99.1		Bidding Procedures approved by the United States Bankruptcy Court for the District of Delaware.

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.

AM COMMUNICATIONS, INC.

~~Date: September~~4 ~~10, 2003~~

By: /s/ Lawrence W. Mitchell Lawrence W. Mitchell President and Chief Executive Officer

AM COMMUNICATIONS, INC.

Date: November 5, 2003

/s/ Lawrence W. Mitchell

Lawrence W. Mitchell

President and Chief Executive Officer

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