Sec Form 4 Filing - BAUMKER JAMES A @ MAXWELL TECHNOLOGIES INC - 2003-05-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BAUMKER JAMES A 2. Issuer Name and Ticker or Trading Symbol MAXWELL TECHNOLOGIES INC [ MXWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) , 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2003 (Street) , 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 1995 Stock Option Plan $ 6.18 05/19/2003 05/19/2003 A 10,000( 1 ) 04/26/2004( 2 ) 04/26/2010 Common Stock 10,000 $ 6.18 104,000 D 1995 Stock Option Plan $ 6.18 05/19/2003 05/19/2003 A 30,000( 1 ) 04/27/2005( 2 ) 04/27/2011 Common Stock 30,000 $ 6.18 104,000 D 1995 Stock Option Plan $ 6.18 05/19/2003 05/19/2003 A 40,000( 1 ) 01/29/2006( 2 ) 01/29/2012 Common Stock 40,000 $ 6.18 104,000 D 1995 Stock Option Plan $ 6.18 05/19/2003 05/19/2003 A 8,000( 1 ) 12/01/2004( 2 ) 12/01/2010 Common Stock 8,000 $ 6.18 104,000 D 1995 Stock Option Plan $ 6.18 05/19/2003 05/19/2003 A 16,000( 1 ) 06/19/2004( 2 ) 06/19/2010 Common Stock 16,000 $ 6.18 104,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAUMKER JAMES A , Chief Financial Officer Signatures James A. Baumker 05/20/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form 4 represent replacement options granted in exchange for options surrendered to the Company on November 15, 2002 (Form 4 Filed on 11/18/2002). The replacement options are subject to the vesting schedule and expiration date of the original options surrendered. ( 2 )Date entire grant is fully exercisable. Stock options vest annually over a four year period at a rate of 30%,30%,20% and 20%, based on original grant date of options surrendered on 11/15/2002 (Form 4 filed on 11/18/2002).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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