SEC 1745  Potential persons who are to respond to the collection of information
(02-02)   contained in this form are not required to respond unless the form
displays a currently valid OMB control number.

UNITED STATES                   OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION         OMB Number:
3235-0145
Washington, D.C. 20549               Expires: December
31, 2005
SCHEDULE 13G                    Estimated average
(Rule 13d-102)                   burden hours per
response. . 11

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Odetics, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

676065204
(CUSIP Number)

March 29, 2004
(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)
[ X ]   Rule 13d-1(c)
[   ]   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
disclosures provided in a prior cover page.

The information required on 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.  676065204

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

Potomac Capital Management LLC
13-3984298

2.   Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     [  ]
(b)     [  ]

3.   SEC Use Only

4.   Citizenship or Place of Organization

New York

Number of          5.   Sole Voting Power
Shares                  0
Beneficially
Owned by           6.   Shared Voting Power
Each                    905,208
Reporting
Person With        7.   Sole Dispositive Power
0

8.   Shared Dispositive Power
905,208

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

905,208

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

4.8%

12.  Type of Reporting Person (See Instructions)

HC; OO (Limited Liability Corporation)

2

CUSIP No. 676065204

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

Potomac Capital Management Inc.
13-3984786

2.   Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     [  ]
(b)     [  ]

3.   SEC Use Only

4.   Citizenship or Place of Organization

New York

Number of          5.   Sole Voting Power
Shares                  0
Beneficially
Owned by           6.   Shared Voting Power
Each                    905,208
Reporting
Person With        7.   Sole Dispositive Power
0

8.   Shared Dispositive Power
905,208

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

905,208

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

4.8%

12.  Type of Reporting Person (See Instructions)

HC; CO
3

CUSIP No. 676065204

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

Paul J. Solit

2.   Check the Appropriate Box if a Member of a Group (See Instructions)

(a)     [  ]
(b)     [  ]

3.   SEC Use Only

4.   Citizenship or Place of Organization

U.S.

Number of          5.   Sole Voting Power
Shares                    0
Beneficially
Owned by           6.   Shared Voting Power
Each                    905,208
Reporting
Person With        7.   Sole Dispositive Power
0

8.   Shared Dispositive Power
905,208

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

905,208

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

4.8%

12.  Type of Reporting Person (See Instructions)

IN; HC
4

Item 1.
(a)  Name of Issuer

Odetics, Inc.

(b)  Address of Issuer's Principal Executive Offices

1515 South Manchester Avenue
Anaheim, California 92802

Item 2.
(a)  Name of Person Filing

This statement is being filed by (i) Potomac Capital Management
LLC; (ii) Potomac Capital Management Inc.; and (iii) Paul J.
Solit

(b)  Address of Principal Business Office or, if none, Residence

(i), (ii), and (iii)

153 E. 53rd Street,
26th Floor
New York, New York 10022

(c)  Citizenship

(i) New York
(ii) New York
(iii) U.S.

(d)   Title of Class of Securities

Class A Common Stock, par value $.10 per share

(e)   CUSIP Number

676065204

Item 3.    Not Applicable

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.

Potomac Capital Management LLC
Potomac Capital Management Inc.
Paul J. Solit

(a)  Amount beneficially owned:    905,208
(b)  Percent of class:    4.8%
(c)  Number of shares as to which the person has:
(i)    Sole power to vote or to direct the vote    0
(ii)   Shared power to vote or to direct the vote    905,208
(iii)  Sole power to dispose or to direct the disposition of  0
(iv)   Shared power to dispose or to direct the disposition of
905,208

5

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 Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ]

This Amendment to Schedule 13G is being filed to report that as of the date
hereof, Potomac Capital Management LLC, Potomac Capital Management Inc., and
Paul J. Solit, are not holders of greater than five percent of any class of
securities of the Issuer and therefore are no longer obligated to file
additional amendments with regard to those shares of the Issuer for which they
may be deemed to be beneficial owners.

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

See Exhibit A attached hereto.

Item 8.    Identification and Classification of Members of the Group

Not Applicable.

Item 9.    Notice of Dissolution of Group

Not Applicable.

Item 10.   Certification

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

6

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.

Dated this 9th day of April, 2004

POTOMAC CAPITAL MANAGEMENT LLC

By:    /s/  Paul J. Solit
------------------------------
Paul J. Solit, Managing Member

POTOMAC CAPITAL MANAGEMENT INC.

By:    /s/  Paul J. Solit
------------------------------
Paul J. Solit, President

PAUL J. SOLIT

By:    /s/  Paul J. Solit
------------------------------
Paul J. Solit

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A         Identification of entities which acquired the shares which are
the subject of this report on Schedule 13G

Exhibit B         Joint Filing Agreement dated April 9, 2004 among Potomac
Capital Management LLC, Potomac Capital Management, Inc.
and Paul J. Solit

Exhibit A

Identification of entities which acquired the shares which are the subject of
this report on Schedule 13G.

(1)      Potomac Capital Partners LP, a private investment partnership formed
under the laws of State of Delaware. Potomac Capital Management LLC is
the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit
is the Managing Member of Potomac Capital Management LLC.

(2)      Potomac Capital International Ltd., an international business company
formed under the laws of the British Virgin Islands. Potomac Capital
Management Inc. is the Investment Manager of Potomac Capital
International Ltd. Paul J. Solit is the President and sole owner of
Potomac Capital Management Inc., and a Director of Potomac Capital
International Ltd.

(3)      Pleiades Investment Partners-R, LP, a private investment partnership
formed under the laws of the State of Delaware. Potomac Capital
Management Inc. is the Investment Manager of a managed account of
Pleiades Investment Partners-R, LP. Paul J. Solit is the President and
sole owner of Potomac Capital Management Inc.

Exhibit B

JOINT FILING AGREEMENT

This Agreement is filed as an exhibit to Schedule 13G being filed by
Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J.
Solit in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that the Schedule
13G to which this Agreement is attached is filed on behalf of the below-named
entities, that they are each responsible for the timely filing of the Schedule
13G and any amendments thereto and for the completeness and accuracy of the
information concerning such persons contained therein.

Dated: April 9, 2004

POTOMAC CAPITAL MANAGEMENT LLC        

By:    /s/  Paul J. Solit            
------------------------------ 
Paul J. Solit, Managing Member 

POTOMAC CAPITAL MANAGEMENT INC.    

By:    /s/  Paul J. Solit             
------------------------------ 
Paul J. Solit, President       

PAUL J. SOLIT                         

By:    /s/  Paul J. Solit             
------------------------------ 
Paul J. Solit