UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
CSP Inc.
(Name of Issuer)
Common Stock (par value $0.01 per share)
(Title of Class of Securities)
126389105
(CUSIP Number)
Melissa Dehn
2219 Buchanan Road, Suite 9
Antioch, CA 94509
(925) 778-2390
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 2004
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 126389105 SCHEDULE 13D Page 2 of 6
1 Name of Reporting Person Eliot Rose Asset Management, LLC
IRS Identification No. of Above Person 04-3649045
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Rhode Island
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 843,300
PERSON
WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
843,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row 11
26.7%
14 Type of Reporting Person
OO, IA
CUSIP No. 126389105 SCHEDULE 13D Page 3 of 6
1 Name of Reporting Person Gary S. Siperstein
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds OO
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF 7 Sole Voting Power -0-
SHARES
BENEFICIALLY 8 Shared Voting Power -0-
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 843,300
PERSON
WITH 10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
843,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
[ ]
13 Percent of Class Represented by Amount in Row 11
26.7
14 Type of Reporting Person
IN
CUSIP No. 126389105 SCHEDULE 13D Page 4 of 6
Item 1. Security and Issuer
This Schedule 13D ("Schedule") relates to shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of CSP Inc. (the
"Issuer"). The principal executive office of the Issuer is 43
Manning Road, Billerica, Massachusetts 01821-3901.
Item 2. Identity and Background
This Schedule is filed on behalf of Eliot Rose Asset Management,
LLC and Gary S. Siperstein.
Eliot Rose Asset Management, LLC is an investment advisor
registered as such with the SEC and in various states. Eliot
Rose Asset Management, LLC's managing member and majority owner
is Gary S. Siperstein. The business address of Eliot Rose Asset
Management, LLC and Gary S. Siperstein is 10 Weybosset Street,
Suite 401, Providence, RI 02903.
Neither Eliot Rose Asset Management, LLC, or Gary S. Siperstein
have, during the past five years, been convicted of any criminal
proceeding (excluding traffic violations or similar
misdemeanors).
Neither Eliot Rose Asset Management, LLC or Gary S. Siperstein,
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Eliot Rose Asset Management, LLC is a Rhode Island limited
liability company, and Gary S. Siperstein is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchases of Common Stock were obtained from the
working capital of various accounts managed by Eliot Rose.
Item 4. Purpose of Transaction.
The acquisition of Common Stock was made solely for investment
purposes. Depending upon market conditions and other factors,
Eliot Rose Asset Management, LLC may acquire additional
securities of the Issuer, or alternatively, may dispose of some
or all of the securities of the Issuer that it beneficially owns.
CUSIP No. 126389105 SCHEDULE 13D Page 5 of 6
Item 5. Interest in Securities of the Issuer
(a),(b) Reference is made hereby to Items 7-11 and 13 of pages
two (2) and three (3) of this Schedule, which Items are
incorporated by reference herein.
(c) Eliot Rose Asset Management, LLC effected the following
transactions through a registered broker dealer in the
last sixty days:
Transaction Date Amount of Securities Price
buy 1/6/2004 211 6.0706
buy 1/7/2004 489 6.1948
buy 1/9/2004 11100 5.8417
buy 1/12/2004 2500 5.8814
buy 1/13/2004 1000 5.908
buy 1/16/2004 3000 6.3144
buy 1/21/2004 1800 6.1444
buy 1/22/2004 16636 6.4678
buy 1/26/2004 2500 6.4146
buy 1/28/2004 4000 6.051
buy 1/29/2004 4100 5.9768
Sell 1/30/2004 200 5.66
Sell 1/30/2004 5 5.86
Sell 1/30/2004 95 5.67
(d),(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
CUSIP No. 126389105 SCHEDULE 13D Page 6 of 6
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: February 10, 2004
Eliot Rose Asset Management, LLC
/s/ Gary S. Siperstein
______________________________
Gary S. Siperstein
Managing Member
Gary S. Siperstein
/s/ Gary S. Siperstein
______________________________
Gary S. Siperstein