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

                                    FORM 10-Q


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended October 31, 2001

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER: 0-30121


                                  ULTICOM, INC.
             (Exact name of registrant as specified in its charter)


           NEW JERSEY                                          22-2050748
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


    1020 BRIGGS RD. MT. LAUREL, NJ                                   08054
(Address of principal executive offices)                          (Zip Code)


                                 (856) 787-2700
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            [X] Yes          [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

               The number of shares of Common Stock, no par value,
               outstanding as of December 7, 2001 was 41,117,309.


                            Page 1 of 19 Total Pages
<PAGE>
                                     PART I


                              FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

                                                                       Page

    1.            Condensed Consolidated Balance Sheets as
                  of January 31, 2001 and October 31, 2001               3

    2.            Condensed Consolidated Statements of Income
                  for the Three and Nine Month Periods
                  Ended October 31, 2000 and 2001                        4

    3.            Condensed Consolidated Statements of Cash
                  Flows for the Nine Month Periods Ended
                  October 31, 2000 and 2001                              5

    4.            Notes to Condensed Consolidated Financial
                  Statements                                             6


ITEM 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.                 9





                                       2
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
ASSETS                                                                           JANUARY 31,              OCTOBER 31,
------                                                                              2001*                    2001
                                                                                                          (UNAUDITED)
<S>                                                                          <C>                      <C>
CURRENT ASSETS:
         Cash and cash equivalents                                           $           183,303      $           157,363
         Short-term investments                                                           25,577                   62,225
         Accounts receivable, net                                                          8,483                    5,857
         Inventories                                                                       1,625                      481
         Prepaid expenses and other current assets                                           720                    1,127
         Deferred tax asset                                                                  332                      754
                                                                             -------------------      -------------------
TOTAL CURRENT ASSETS                                                                     220,040                  227,807
PROPERTY AND EQUIPMENT, net                                                                5,728                    7,059
INVESTMENTS                                                                                5,500                    5,550
OTHER ASSETS                                                                                 919                      404
                                                                             -------------------      -------------------
TOTAL ASSETS                                                                 $           232,187      $           240,820
                                                                             ===================      ===================

--------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
         Accounts payable and accrued expenses                               $            14,023     $             17,134
         Deferred revenue                                                                 10,648                    3,350
                                                                             -------------------      -------------------
TOTAL CURRENT LIABILITIES                                                                 24,671                   20,484
                                                                             -------------------      -------------------

LONG-TERM LIABILITIES                                                                        467                      467
                                                                             -------------------      -------------------


STOCKHOLDERS' EQUITY:
         Common stock, no par value-
           authorized, 200,000,000 shares;
           issued and outstanding, 40,510,965 and 41,114,936 shares                            -                        -
         Additional paid-in capital                                                      196,862                  199,539
         Retained earnings                                                                10,187                   20,012
         Accumulated other comprehensive income                                                -                      318
                                                                             -------------------      -------------------
TOTAL STOCKHOLDERS' EQUITY                                                               207,049                  219,869
                                                                             -------------------      -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $           232,187      $           240,820
                                                                             ===================      ===================
</TABLE>

    *The Condensed Consolidated Balance Sheet as of January 31, 2001 has been
                      summarized from the Company's audited
                  Consolidated Balance Sheet as of that date.
   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED                       THREE MONTHS ENDED
                                                OCTOBER 31,         OCTOBER 31,         OCTOBER 31,          OCTOBER 31,
                                                    2000                2001                2000                2001
<S>                                           <C>                 <C>                 <C>                  <C>
Sales                                          $  32,240           $  47,972           $  12,823            $  13,013
Cost of sales                                     10,608              15,998               4,165                4,989
                                               ---------           ---------           ---------            ---------
Gross profit                                      21,632              31,974               8,658                8,024

Operating expenses:
      Research and development                     7,110              10,950               2,825                3,888
      Selling, general and administrative          9,175              12,602               3,539                3,779
                                               ---------           ---------           ---------            ---------
      Income from operations                       5,347               8,422               2,294                  357

Interest and other income, net                     2,687               7,269               1,424                2,007
                                               ---------           ---------           ---------            ---------

Income before income tax provision                 8,034              15,691               3,718                2,364
Income tax provision                               3,051               5,866               1,412                  882
                                               ---------           ---------           ---------            ---------

Net income                                      $  4,983            $  9,825            $  2,306             $  1,482
                                               =========           =========           =========            =========

Earnings per share:
      Basic                                     $   0.14            $   0.24            $   0.06             $   0.04
                                               =========           =========           =========            =========
      Diluted                                   $   0.13            $   0.23            $   0.06             $   0.03
                                               =========           =========           =========            =========

</TABLE>






   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                               OCTOBER 31,             OCTOBER 31,
                                                                                  2000                    2001
<S>                                                                          <C>                     <C>
Cash flows from operating activities:
         Net cash from operations after adjustment for non-cash items       $           7,225       $        11,850
         Changes in assets and liabilities:
           Accounts receivable, net                                                    (3,125)                2,626
           Inventories                                                                    176                 1,144
           Prepaid expenses and other current assets                                      (40)                 (407)
           Accounts payable and accrued expenses                                        4,803                 3,111
           Deferred revenue                                                             3,359                (7,298)
           Other                                                                          (35)                  701
                                                                            -----------------       ---------------
Net cash provided by operating activities                                              12,363                11,727
                                                                            -----------------       ---------------

Cash flows from investing activities:
         Purchases of property and equipment, net                                      (2,443)               (3,646)
         Maturities and sales (purchases) of investments, net                         (11,233)              (36,698)
                                                                            -----------------       ---------------
Net cash used in investing activities                                                 (13,676)              (40,344)
                                                                            -----------------       ---------------

Cash flows from financing activities:
         Proceeds from the sale of common stock                                       195,231                     -
         Proceeds from issuance of common stock                                           546                 2,677
         Proceeds from related parties                                                    729                     -
         Repayment of bank debt                                                        (3,800)                    -
                                                                            -----------------       ---------------
Net cash provided by financing activities                                             192,706                 2,677
                                                                            -----------------       ---------------

Net increase (decrease) in cash and cash equivalents                                  191,393               (25,940)
Cash and cash equivalents, beginning of period                                          6,299               183,303
                                                                            -----------------       ---------------
Cash and cash equivalents, end of period                                    $         197,692       $       157,363
                                                                            =================       ===============

</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                       5
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


                     BASIS OF PRESENTATION. The accompanying financial
information should be read in conjunction with the financial statements,
including the notes thereto, for the annual period ended January 31, 2001.
Certain prior year balances have been reclassified to conform with the current
year classification. The financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of results for the interim periods. The results of operations for
the three and nine month periods ended October 31, 2001 are not necessarily
indicative of the results to be expected for the full year.

                     PRINCIPLES OF CONSOLIDATION. The consolidated financial
statements include the accounts of Ulticom, Inc. and its wholly owned subsidiary
(the "Company"). All material intercompany balances and transactions have been
eliminated.

                     PUBLIC OFFERINGS. On April 5, 2000, the Company issued
4,250,000 shares of common stock to the public at a price of $13.00 per share.
The underwriters exercised their option to purchase 637,500 additional shares to
cover over-allotments. The net proceeds of the offering were approximately
$58,062,000. On October 17, 2000 the Company issued an additional 2,843,375
shares of common stock in an offering to the public at a price of $50.00 per
share. The net proceeds of this offering were approximately $137,169,000.

                     ACCOUNTS RECEIVABLE, NET. As of January 31, 2001 and
October 31, 2001, accounts receivable, net includes approximately $727,000 and
$861,000, respectively, of receivables due from related parties.

                     INVENTORIES. The composition of inventories at January 31
and October 31, 2001 is as follows:

                              JANUARY 31,                OCTOBER 31,
                                 2001                       2001
                                          (In thousands)

  Work in process            $         847               $         -
  Finished goods                       778                       481
                             -------------               -----------
                             $       1,625               $       481
                             =============               ===========

                     COMPREHENSIVE INCOME. For the three month periods ended
October 31, 2000 and 2001, total comprehensive income was $2,306,000 and
$1,658,000, respectively, and for the nine month periods ended October 31, 2000
and 2001 was $4,983,000 and $10,143,000, respectively. The elements of
comprehensive income include net income, unrealized gains/losses on securities
available for sale and foreign currency translation adjustments.


                                       6
<PAGE>
                     EARNINGS PER SHARE. For the three and nine month periods
ended October 31, 2000 and 2001, the computation of basic earnings per share is
based on the weighted average number of outstanding common shares. Diluted
earnings per share further assumes the issuance of common shares for all
dilutive potential common shares outstanding. The shares used in the
computations are as follows:


                      NINE MONTHS ENDED                  THREE MONTHS ENDED
                          OCTOBER 31,                         OCTOBER 31,
                    2000             2001                2000            2001
                                          (In thousands)

  Basic            36,622           40,865              38,071          41,088
  Diluted          39,700           43,359              41,378          42,958


                     RECENT ACCOUNTING PRONOUCEMENTS. In 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" which was subsequently amended by SFAS Nos. 137 and 138
(collectively "SFAS 133"). SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivatives embedded in
other contracts, and hedging activities and requires that an entity recognize
all derivatives as either assets or liabilities and measure those instruments at
fair value. Under SFAS 133, certain contracts that were not formerly considered
derivatives may now meet the definition of a derivative. SFAS 133 is effective
for all fiscal quarters of fiscal years beginning after June 15, 2000. The
Company adopted SFAS 133 effective February 1, 2001. The adoption of SFAS 133
did not have a material effect on the Company's operations or financial
position.

                     In June 2001, the FASB issued SFAS No. 141, "Business
Combinations". SFAS No. 141 applies prospectively to all business combinations
initiated after June 30, 2001 and to all business combinations accounted using
the purchase method for which the date of acquisition is July 1, 2001, or later.
This statement requires all business combinations to be accounted for using one
method, the purchase method. Under previously existing accounting rules,
business combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. The adoption of SFAS No. 141
is not expected to have a significant impact on the Company's financial
statements.

                     In June 2001, the FASB issued SFAS No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets. Under SFAS No. 142,
goodwill and some intangible assets will no longer be amortized, but rather
reviewed for impairment on a periodic basis. The provisions of this Statement
are required to be applied starting with fiscal years beginning after December
15, 2001. This Statement is required to be applied at the beginning of the
Company's fiscal year and to be applied to all goodwill and other intangible
assets recognized in its financial statements at that date. Impairment losses
for goodwill and certain intangible assets that arise due to the initial
application of this Statement are to be reported as resulting from a change in
accounting principle. Goodwill and intangible assets acquired after June 30,


                                       7
<PAGE>
2001, will be subject immediately to the provisions of this Statement. The
adoption of SFAS No. 142 is not expected to have a material impact on the
Company's financial statements.

                     In August 2001, the FASB issued SFAS No. 143 "Accounting
for Asset Retirement Obligations". SFAS No. 143 establishes accounting standards
for recognition and measurement of a liability for an asset retirement
obligation and the associated asset retirement cost. SFAS No. 143 applies to
legal obligations associated with the retirement of a tangible long-lived asset
that result from the acquisition, construction, or development and/or the normal
operation of a long-lived asset. This Statement is effective for fiscal years
beginning after June 15, 2002, however early adoption is encouraged. The
adoption of SFAS No. 143 is not expected to have a material impact on the
Company's financial statements.

                     In October 2001, the FASB issued SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets" SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supercedes certain provisions of SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal years. Early
application is encouraged. The Company is currently evaluating the impact that
SFAS No. 144 will have on its consolidated financial statements.








                                       8
<PAGE>
ITEM 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations.

           RESULTS OF OPERATIONS.

                     Sales. Sales for the nine month and three month periods
ended October 31, 2001 increased by approximately $15,732,000 (48.8%) and
$190,000 (1.5%), respectively, compared to the corresponding periods in 2000.
The increase is attributable primarily to a higher volume of sales and
deployments of our Signalware products worldwide, especially to customers who
provide wireless communication services or who sell products enabling the
convergence of voice and data networks. Sales to international customers
represented 60.8% and 73.5% of our sales in the nine and three month periods
ended October 31, 2001 compared to 67.0% of our sales in each of the
corresponding 2000 periods. Sales to our customers in the U.S. represented 39.2%
and 26.5% respectively, in the nine and three month periods ended October 31,
2001 compared to 33.0% in each of the corresponding 2000 periods.

                     Cost of Sales. Cost of sales for the nine month and three
month periods ended October 31, 2001 increased by approximately $5,390,000
(50.8%) and $824,000 (19.8%), respectively, compared to the corresponding
periods in 2000. For the nine and three month periods ended October 31, 2001,
material costs increased by approximately $1,330,000 and $214,000, respectively,
personnel-related costs increased by approximately $3,555,000 and $1,028,000,
respectively, and depreciation and amortization costs increased by approximately
$363,000 and decreased $373,000, respectively. Gross margins (expressed as a
percentage of sales) for the nine month and three month periods ended October
31, 2001 decreased to approximately 66.7% and 61.7%, respectively, from
approximately 67.1% and 67.5%, respectively, in the corresponding 2000 periods.

                     Research and Development Expenses. Research and development
expenses for the nine month and three month periods ended October 31, 2001
increased by approximately $3,840,000 (54.0%) and $1,063,000 (37.6%),
respectively, compared to the corresponding periods in 2000 due to the overall
growth of research and development operations. The increase was primarily
attributable to an increase in personnel-related costs for the nine and three
month periods ended October 31, 2001 of approximately $4,051,000 and $940,000
respectively, due to the hiring of additional personnel and increased
compensation and benefits of existing personnel. In addition, materials costs
related to research and development activities decreased by approximately
$239,000 and increased $34,000, respectively, for the nine and three month
periods ended October 31, 2001.

                     Selling, General and Administrative Expenses. Selling,
general and administrative expenses for the nine month and three month periods
ended October 31, 2001 increased by approximately $3,427,000 (37.4%) and
$240,000 (6.8%), respectively, compared to the corresponding periods in 2000.
The increase is due primarily to the growth and expansion of activities in
sales, marketing and administration. Personnel-related costs increased by
approximately $2,089,000 and $593,000, respectively, for the nine and three
month periods ended October 31, 2001 which primarily was due to the expansion of
our marketing and sales department. Legal and consulting fees increased by


                                       9
<PAGE>
approximately $383,000 and $143,000, respectively, for the nine and three month
periods ended October 31, 2001 due to matters related to the expansion of our
operations. Marketing costs increased by approximately $226,000 for the nine
month period ended October 31, 2001 due to the increased activity in advertising
and tradeshows and, in three month period ended October 31, 2001 decreased by
approximately $117,000 due to reduced trade shows attended. Overhead and related
expenses decreased in the three month period ended October 31, 2001 by
approximately $352,000 due to reductions in insurance and general office related
expenditures. Travel and entertainment costs increased by approximately $285,000
and decreased by approximately $23,000, respectively, for the nine and three
month periods ended October 31, 2001 due to the expansion of our sales
department and selling activities in the nine months period and less travel in
the three month period.

                     Interest and other income, net. Interest and other income,
net for the nine month and three month periods ended October 31, 2001 increased
by approximately $4,582,000 and $583,000, respectively, as compared to the 2000
periods. The increase was primarily a result of increased interest income
resulting from the investment of proceeds from the Company's public offerings.

                     Income Tax Provision. Provision for income taxes for the
nine month and three month periods ended October 31, 2001 increased by
approximately $2,815,000 (92.3%) and decreased by approximately $530,000
(37.5%), respectively, compared to the corresponding periods in 2000. The
overall effective tax rate was between 37% and 38% in each of the nine month and
three month periods ended October 31, 2001 and 2000.

                     Net Income. Net income for the nine month and three month
periods ended October 31, 2001 increased by approximately $4,842,000 (97.2%) and
decreased by approximately $824,000 (35.7%), respectively, compared to the
corresponding periods in 2000, primarily as a result of the factors described
above. Net income as a percentage of sales increased to approximately 20.5% in
the nine months and decreased to approximately 11.4% in the three months ended
October 31, 2001 from approximately 15.5% and 18.0%, respectively, in the nine
month and three month periods ended October 31, 2000.

                     LIQUIDITY AND CAPITAL RESOURCES. At October 31, 2001, the
company had cash and cash equivalents and short-term investments of
approximately $219,588,000 and working capital of approximately $207,323,000.

                     Operations for the nine months ended October 31, 2001 and
2000, after adding back non-cash items, provided cash of approximately
$11,850,000 and $7,225,000, respectively. Other changes in operating assets and
liabilities provided (used) cash of approximately ($123,000) and $5,138,000 for
the nine month periods ended October 31, 2001 and 2000, respectively.

                     Investment activities for the nine month periods ended
October 31, 2001 and 2000 used cash of approximately $40,344,000 and
$13,676,000, respectively. These amounts included (i) additions of property and
equipment in the nine month periods ended October 31, 2001 and 2000 of
approximately $3,646,000 and $2,443,000, respectively; and (ii) maturities and
sales (purchases) of short-term investments, net of approximately ($36,698,000)
and ($11,233,000) in the nine month periods ended October 31, 2001 and 2000.


                                       10
<PAGE>
                     Financing activities for the nine months ended October 31,
2001 and 2000 provided cash of approximately $2,677,000 and $192,706,000,
respectively. These amounts included (i) approximately $195,231,000 of net
proceeds from the issuance of common stock in connection with the Company's
stock offering in the nine month period ended October 31, 2000; (ii) proceeds
from the exercise of stock options and employee stock purchase plan in the
amount of approximately $546,000 and $2,677,000 in the nine month period ended
October 31, 2000 and 2001, respectively, (iii) proceeds from related parties of
approximately $729,000 in the nine months ended October 31, 2000 and (iv) the
repayment of bank debt of approximately $3,800,000 in the nine month period
ended October 31, 2000.

                     The Company believes its current working capital will be
sufficient to meet anticipated cash needs for working capital, capital
expenditures and other activities for the foreseeable future. Thereafter, if
current sources are not sufficient to meet our needs, the Company may seek
additional debt or equity financing.

                     Although there are no present understandings, commitments
or agreements with respect to acquisitions of other businesses, products or
technologies, the Company may in the future consider such transactions, which
may require additional debt or equity financing. The issuance of debt or equity
securities could be expected to have a dilutive impact on the Company's
stockholders, and there can be no assurance as to whether or when any acquired
business would contribute positive operating results commensurate with the
associated investment.

                     CERTAIN TRENDS AND UNCERTAINTIES. The Company's business in
recent periods has been affected by conditions of economic weakness in the world
economy generally, and in the telecommunications industry in particular.
Telecommunications service providers have announced reductions in capital
expenditures, delays in the deployment of services and a large number of service
providers, equipment manufacturers and application developers have announced
reductions in anticipated revenues and deterioration in operating results. These
factors have had a negative impact on the Company's revenues and net income in
recent periods, and the continuation of economic weakness may adversely affect
the Company's future operating results. The Company's sales to equipment
manufacturers and application developers who supply the telecommunications
industry are adversely affected by the slowdown of infrastructure purchases by
telecommunications service providers and by declines in technology expenditures
in general. In addition, weakness in the economy and the telecommunications
industry may affect the Company's business by increasing the risk of credit or
business failures of suppliers or customers, by delaying customers' payments and
by price reductions by competitors to retain market share.

                     The Company currently derives a significant portion of its
total sales from customers outside of the United States. International
transactions involve particular risks, including political decisions affecting
tariffs and trade conditions, rapid and unforeseen changes in economic
conditions in individual countries, turbulence in foreign currency and credit
markets, and increased costs resulting from lack of proximity to the customer.

                     The telecommunications industry is subject to rapid
technological change. The introduction of new technologies in the
telecommunications market and new alternatives for the delivery of services are


                                       11
<PAGE>
having, and can be expected to continue to have, a profound effect on
competitive conditions in the market and the success of market participants,
including the Company. The Company's revenue stream will depend on its ability
to correctly anticipate technological trends, to react quickly and effectively
to such trends and to enhance its existing products and to introduce new
products on a timely and cost-effective basis.

                     The Company intends to continue to make significant
investments in the expansion of its business, and to examine opportunities for
additional growth through acquisitions, the development of new products and
strategic investments. Future acquisitions could result in potentially dilutive
issuances of equity securities, the incurrence of debt and other
acquisition-related expenses. The impact of these decisions on future
profitability cannot be predicted with assurance, and the Company's commitment
to growth may increase its vulnerability to unforeseen downturns in its markets,
technology changes and shifts in competitive conditions. Further, these types of
activities involve expenditures and obligations that may not be readily
curtailed or reduced if anticipated demand for the associated products does not
materialize or is delayed.

                     The Company holds a large portion of its net assets in cash
equivalents and short-term investments. Such investments subject the Company to
the risks inherent in the capital markets in general. Given the relatively high
proportion of the Company's liquid assets relative to its overall size, the
results of its operations in the future will reflect, to a greater extent than
in the past, the results of the Company's capital management and investment
activities and the risks associated with those activities. In addition, the
reduction in prevailing interest rates due to economic conditions or government
policies can be expected to have an adverse impact on the Company's results of
operations.

                     The Company's products are dependent upon their ability to
operate on new hardware and operating systems of other companies. Any
modifications to our software needed to adapt to these hardware and operating
system changes may prove to be costly, time-consuming and may not be successful.
Undetected defects could result in lost sales, adverse publicity and other
claims against the Company. The Company has increased its expenditures in the
areas of sales and marketing and research and development during recent periods.
The Company believes that these expenditures are necessary to enhance its
products in order to remain competitive and enhance its future growth and
presence in the market.

                     Substantially all of the Company's current products are
designed to support signaling system #7. If future networks do not utilize this
signaling system and the Company is unable to adapt its products to work with
other appropriate signaling protocols, its products will become less competitive
or obsolete. A reduction in the demand for these products could affect adversely
its business and operating results. The Company's research and development
activities include ongoing significant investment in the development of
additional features and functionality for its products, including products based
on emerging open standards for Internet protocal that facilitate the convergence
of voice and data signaling, and products based on the Company's Nexworx
initiative to enable end-users to directly control services. The success of the
Company's development initiatives will be dependent, among other things, upon
the emergence of a market for these types of products and their acceptance by
existing and new customers. The Company's product initiatives reflect the


                                       12
<PAGE>
Company's continuing analysis of the future demand for new products and
services, and the Company from time to time is required to reprioritize or
otherwise modify its product plans based on such analysis. The Company's
business can be adversely affected by its failure to correctly anticipate the
emergence of a market demand for certain products or services, or delays or
changes in the evolution of market opportunities. If a sufficient market does
not emerge for new or enhanced products developed by the Company, or the Company
is not successful in marketing such products, the Company's continued growth
could be adversely affected and its investment in those products may be lost.

                     Historically, a limited number of customers have
contributed a significant percentage of the Company's revenues. The Company
anticipates that its operating results in any given period will continue to
depend significantly upon revenues from a small number of customers. The loss of
any of these customers could have a materially adverse effect on the Company's
business. In order to increase the Company's revenues, it will need to attract
additional customers on an ongoing basis. In addition, since the Company's
products have long sales cycles that typically range from six to twelve months,
its ability to forecast the timing and amount for specific sales is limited. The
loss or deferral of one or more significant sales could have a material adverse
effect on the Company's operating results in any fiscal quarter, especially if
there are significant sales and marketing expenses associated with the deferred
or lost sales. The Company's software products are primarily sold to equipment
manufacturers and application developers, who integrate its products with their
products and sell them to service providers. The success of the Company's
business and operating results is dependent upon its channel and marketing
relationships with these manufacturers and developers and the successful
development and deployment of their products. If the Company cannot successfully
establish channel and marketing relationships with leading equipment
manufacturers and application developers or maintain these relationships on
favorable terms, or the Company's sales channels are affected by economic
weakness, its business and operating results may suffer.

                     Because the Company relies on a limited number of
independent manufacturers to produce boards for its products, if these
manufacturers experience financial, operational or other difficulties, the
Company may experience disruptions to its product supply. The Company may not be
able to find alternate manufacturers that meet its requirements and existing or
alternative sources for boards may not continue to be available at favorable
prices. The Company also relies on a limited number of suppliers for its board
components and it does not have any long term supply agreements. Thus, if there
is a shortage of supply for these components, the Company may experience an
interruption in its product supply.

                     The Company operates in an industry characterized by the
existence of a large number of patents and frequent allegations of patent
infringement. As the number of communications network products increases and the
functionality of these products overlap, the Company believes that it may become
increasingly subject to allegations of infringement. Defending and resolving
infringement allegations against the Company could be time consuming and
expensive, result in a substantial diversion of management resources, cause
product delays or force the Company to enter into unfavorable license
agreements. The Company has agreed to indemnify some of its customers should it
be determined that its products infringe on the proprietary rights of third
parties. Litigation resulting on behalf of the Company's customers may be costly
and may require the Company to obtain licenses, which, if not obtained, could
result in customers being prohibited from using the Company's products.


                                       13
<PAGE>
                     The Company's success depends in part upon its proprietary
technology. It is possible that the Company's proprietary software code has in
the past been and will be in the future copied or used inappropriately. Policing
the unauthorized use of the Company's products is difficult and litigation may
be required in the future to enforce the Company's intellectual property rights.
In addition, the laws of some foreign countries do not protect the Company's
proprietary rights in its products to the same extent, as do the laws in the
United States. The Company cannot be sure that it will be successful in
protecting its proprietary software and litigation may be time consuming,
expensive and cause a diversion of management resources.

                     The trading price of the Company's shares may be affected
by the factors noted above as well as prevailing economic and financial trends
and conditions in the public securities markets. Share prices of companies in
technology businesses, and particularly smaller sized publicly traded companies
such as the Company, tend to exhibit a high degree of volatility. The
announcement of financial results that fall short of the results anticipated by
the public markets could have an immediate and significant effect on the trading
price of the Company's shares in any given period. Such shortfalls may result
from events that are beyond the Company's immediate control and can be
unpredictable. These factors may contribute to the volatility of the trading
value of the Company's shares regardless of the Company's long-term prospects.
The trading price of the Company's shares also may be affected by developments,
including reported financial results and fluctuations in trading prices of the
shares of other publicly-held companies in the telecommunications industry in
general, and the Company's industry in particular, which may not have any direct
relationship with the Company's business or prospects.

                     The recent decline in the price of the Company's shares and
the overall decline in equity prices generally and in the shares of technology
companies in particular, can be expected to make it more difficult for the
Company to rely on equity incentive programs as a means to recruit and retain
talented employees, which may result in increased employment costs, and may
limit the Company's ability to raise capital on advantageous terms.

                     FORWARD-LOOKING STATEMENTS. From time to time, the Company
makes forward-looking statements. Forward-looking statements include financial
projections, statements of plans and objectives for future operations,
statements of future economic performance, and statements of assumptions
relating thereto.

                     The Company may include forward-looking statements in its
periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q,
and 8-K, in its annual report to stockholders, in its proxy statements, in its
press releases, in other written materials, and in statements made by employees
to analysts, investors, representatives of the media, and others.

                     By their very nature, forward-looking statements are
subject to uncertainties, both general and specific, and risks exist that
predictions, forecasts, projections and other forward-looking statements will
not be achieved. Actual results may differ materially due to a variety of
factors including, without limitation, those discussed under "Certain Trends and
Uncertainties" and elsewhere in this report. Investors and others should
carefully consider these factors and other uncertainties and events, whether or
not the statements are described as forward-looking.


                                       14
<PAGE>
                     Forward-looking statements made by the Company are intended
to apply only at the time they are made, unless explicitly stated to the
contrary. Moreover, whether or not stated in connection with a forward-looking
statement, the Company undertakes no obligation to correct or update a
forward-looking statement should the Company later become aware that it is not
likely to be achieved. If the Company were in any particular instance to update
or correct a forward-looking statement, investors and others should not conclude
that the Company will make additional updates or corrections thereafter with
respect to that or any other forward-looking statement.




















                                       15
<PAGE>
                                     PART II

                                Other Information


ITEM 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

     (a) Exhibit Index.
         -------------

         Item
         Number              Exhibit
         ------              -------

           11.               Statement re computation of per share earnings.



     (b) Reports on Form 8-K.
         -------------------

         None











                                       16
<PAGE>
                                   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 thereunto duly authorized.



                                       ULTICOM, INC.

Dated:  December 14, 2001              /s/ Shawn Osborne
                                       ----------------------------------------
                                       Shawn Osborne
                                       President and Chief Executive Officer



Dated:  December 14, 2001              /s/ Mark Kissman
                                       ----------------------------------------
                                       Mark Kissman
                                       Chief Financial Officer













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