UNITED STATES
                       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



                                  May 19, 2004
                                  ------------
                        (Date of earliest event reported)




                                 TELKONET, INC.
             (Exact Name of Registrant as Specified in Its Charter)





         UTAH                          000-27305                 87-0627421
(State of Other Jurisdiction      (Commission File No.)       (I.R.S. Employer
     of Incorporation)                                       Identification No.)



                 902-A COMMERCE ROAD, ANNAPOLIS, MARYLAND 21401
                    (Address of Principal Executive Offices)



                                  410-897-5900
                         (Registrant's Telephone Number)




ITEM 5.           OTHER EVENTS.
                  -------------

                  On May 19, 2004 The Company issued a letter to their
shareholders. The Company's Letter to the shareholders announcement is included
in the press release attached as Exhibit 99.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.
                  ----------------------------------

                  (a)      No financial statements are required to be filed as
                           part of this Current Report on Form 8-K.

                  (b)      No pro forma financial information is required to be
                           filed as part of this Current Report on Form 8-K.

                  (c)      The following exhibit is filed as part of this
                           Current Report on Form 8-K:

                           99       Press Release dated May 19, 2004

ITEM 9.           REGULATION FD DISCLOSURE.
                  -------------------------

                  The Company is furnishing under Item 9 of this Current Report
on Form 8-K the information included as Exhibit 99 to this report, which is
hereby incorporated herein by reference. Exhibit 99 is the Company's press
release announcing a letter the Company's shareholders.


                                   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.

Date: May 19, 2004                          TELKONET, INC.

                                            /s/  Ronald W. Pickett
                                            ----------------------
                                                 Ronald W. Pickett
                                                 Chief Executive Officer