UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 2)*


                             APOGEE TECHNOLOGY, INC.
                             -----------------------
                                (Name of Issuer)


                                     Common
                                     ------
                         (Title of Class of Securities)


                                    03760F100
                                    ---------
                                 (CUSIP Number)


                                December 31, 2002
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

           [_]  Rule 13d-1(b)

           [_]  Rule 13d-1(c)

           [X]  Rule 13d-1(d)

           *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).


                                Page 1 of 5 pages





CUSIP NO. 03760F100                      13G                   PAGE 2 OF 5 PAGES
                                         ---                   -----------------

NAMES OF REPORTING PERSONS
1.   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

        LEO SPIEGEL

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                         (a) [_] (b) [_]


3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION
         USA

                         5.     SOLE VOTING POWER

NUMBER OF                       391,818

SHARES                          -----------------------------------------------
                         6.     SHARED VOTING POWER
BENEFICIALLY
                                   0
OWNED BY

EACH                     7.     SOLE DISPOSITIVE POWER

REPORTING                       391,818

PERSON                          -----------------------------------------------
                         8.     SHARED DISPOSITIVE POWER
WITH                              0



9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     391,818

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                         [_]


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     7.30%

12.  TYPE OF REPORTING PERSON*
     IN


                               Page 2 of 5 Pages


Item 1(a).    NAME OF ISSUER:

                     APOGEE TECHNOLOGY, INC.

Item 1(b).    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                        129 Morgan Drive
                  Norwood, Massachusetts 02062

Item 2(a).    NAME OF PERSON FILING:

                           Leo Spiegel

Item 2(b).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                        30 Ashcroft Road
                   Sharon, Massachusetts 02067

Item 2(c).    CITIZENSHIP:

                               USA

Item 2(d).    TITLE OF CLASS OF SECURITIES:

                          Common Stock

Item 2(e).    CUSIP NUMBER:

                            03760F100

Item 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-
              2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

      (a) [_] Broker or dealer registered under Section 15 of the Exchange
              Act.

      (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

      (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
              Act.

      (d) [_] Investment company registered under Section 8 of the Investment
              Company Act.

      (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).


                              Page 3 of 5 pages





      (f) [_] An employee benefit plan or endowment fund in accordance with
              Rule 13d-1(b)(1)(ii)(F).

      (g) [_] A parent holding company or control person in accordance with
              Rule 13d-1(b)(1)(ii)(G).

      (h) [_] A savings association as defined in Section 3(b) of the
              Federal Deposit Insurance Act.

      (i) [_] A church plan that is excluded from the definition of an
              investment company under Section 3(c)(14) of the Investment
              Company Act.

      (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

      If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]

Item 4.       OWNERSHIP

      (a)     Amount beneficially owned: 391,818

      (b)     Percent of class: 7.30%

      (c)     Number of shares as to which such person has:

      (i)     sole power to vote or to direct the vote: 391,818

      (ii)    shared power to vote or to direct the vote:0

      (iii)   sole power to dispose or to direct the disposition of: 391,818

      (iv)    shared power to dispose or to direct the disposition of:  0

Item 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [_].

                                 Not Applicable


                                Page 4 of 5 pages





Item 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
              PERSON

                                         Not Applicable

Item 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
              ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
              COMPANY

                                         Not Applicable

Item 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

                                         Not Applicable

Item 9.       NOTICE OF DISSOLUTION OF GROUP

                                         Not Applicable


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                                             Leo Spiegel

Date: February 14, 2003                              By: /s/ Leo Spiegel
                                                     -------------------
                                                           Leo Spiegel


                                      Page 5 of 5 pages