UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  03760F100

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David Spiegel

2.

Check the Appropriate Box if a Member of a Group *

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,873,932

6.

Shared Voting Power
69,918

7.

Sole Dispositive Power
1,873,932

8.

Shared Dispositive Power
69,918

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,943,850

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares *  o

11.

Percent of Class Represented by Amount in Row (9)
16.98%

12.

Type of Reporting Person *
IN

Item 1.

(a)

Name of Issuer
APOGEE TECHNOLOGY, INC.

(b)

Address of Issuer’s Principal Executive Offices
129 Morgan Drive
Norwood, Massachusetts   02062

Item 2.

(a)

Name of Person Filing
David Spiegel

(b)

Address of Principal Business Office or, if none, Residence
600 Mountain Street
Sharon, Massachusetts  02067

(c)

Citizenship
USA

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
03760F100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

1,943,850

(b)

Percent of class:   

16.98 %

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

1,873,932

(ii)

Shared power to vote or to direct the vote    

69,918

(iii)

Sole power to dispose or to direct the disposition of   

1,943,850

(iv)

Shared power to dispose or to direct the disposition of   

69,918

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   o.

Not Applicable

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 or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

February 16, 2004

Date

/s/ David Spiegel

Signature

David Spiegel

Name/Title