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 April 30, 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 June 08, 2001 was 40,883,881.


                            Page 1 of 16 Total Pages
<PAGE>

                                     PART I


                              Financial Information

ITEM 1. Financial Statements.

                                                                        Page
                                                                        ----

    1.          Condensed Consolidated Balance Sheets as
                of January 31, 2001 and April 30, 2001 (unaudited)         3

    2.          Condensed Consolidated Statements of Income
                for the Three Month Periods
                Ended April 30, 2000 and 2001 (unaudited)                  4

    3.          Condensed Consolidated Statements of Cash
                Flows for the Three Month Periods Ended
                April 30, 2000 and 2001 (unaudited)                        5

    4.          Notes to Condensed Consolidated Financial
                Statements                                                 6


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



                            Page 2 of 16 Total Pages
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
------
                                                                 January 31,   April 30,
                                                                    2001*        2001
                                                                              (Unaudited)
<S>                                                               <C>          <C>
CURRENT ASSETS:
   Cash and cash equivalents                                      $183,303     $195,621
   Short-term investments                                           25,577       18,530
   Accounts receivable, net                                          7,756        8,374
   Due from related parties                                          1,012        1,622
   Inventories                                                       1,625        1,383
   Prepaid expenses and other current assets                           435          383
   Deferred tax asset                                                  332          754
                                                                  --------     --------
TOTAL CURRENT ASSETS                                               220,040      226,667
PROPERTY AND EQUIPMENT, net                                          5,728        5,746
INVESTMENTS                                                          5,500        5,550
OTHER ASSETS                                                           919          449
                                                                  --------     --------
TOTAL ASSETS                                                      $232,187     $238,412
                                                                  ========     ========

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

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

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                          $ 14,023     $ 16,093
   Deferred revenue                                                 10,648        9,665
                                                                  --------     --------
TOTAL CURRENT LIABILITIES                                           24,671       25,758
                                                                  --------     --------

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

STOCKHOLDERS' EQUITY:
   Common stock, no par value -
      authorized, 200,000,000 shares;
     issued and outstanding, 40,510,965 and 40,747,883 shares            -            -
Additional paid-in capital                                         196,862      197,826
   Retained earnings                                                10,187       14,331
   Cumulative translation adjustment                                     -           30
                                                                  --------     --------
TOTAL STOCKHOLDERS' EQUITY                                         207,049      212,187
                                                                  --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $232,187     $238,412
                                                                  ========     ========

</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.


                            Page 3 of 16 Total Pages
<PAGE>

                          ULTICOM, INC. AND SUBSIDIARY
                   Condensed Consolidated Statements of Income
                                   (Unaudited)
                      (In thousands, except per share data)


                                                        Three months ended
                                                    April 30,       April 30,
                                                      2000            2001


Sales                                                $ 8,826         $17,033
Cost of sales                                          2,947           5,416
                                                     -------         -------
Gross profit                                           5,879          11,617


Operating expenses:
Research and development                               1,960           3,441
Selling, general and administrative                    2,586           4,342
                                                     -------         -------
Income from operations                                 1,333           3,834

Interest and other income, net                           216           2,796
                                                     -------         -------

Income before income tax provision                     1,549           6,630
Income tax provision                                     588           2,486
                                                     -------         -------

Net income                                           $   961         $ 4,144
                                                     =======         =======

Earnings per share:
Basic                                                $  0.03         $  0.10
                                                     =======         =======
Diluted                                              $  0.03         $  0.10
                                                     =======         =======


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



                            Page 4 of 16 Total Pages
<PAGE>


                          ULTICOM, INC. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                    Three months ended
                                                                  April 30,      April 30,
                                                                    2000           2001
<S>                                                              <C>            <C>
Cash flows from operating activities:
Net cash from operations after adjustment for non-cash items     $   1,541      $   4,620
Changes in assets and liabilities:
     Accounts receivable                                              (822)          (618)
     Due from related parties                                         (136)          (610)
     Inventories                                                        43            243
     Prepaid expenses and other current assets                         162             53
     Accounts payable and accrued expenses                           1,113          2,069
     Deferred revenue                                                  233           (982)
     Other                                                             (13)           454
                                                                 ---------      ---------
Net cash provided by operating activities                            2,121          5,229
                                                                 ---------      ---------

Cash flows from investing activities:
     Purchases of property and equipment                              (400)          (872)
     Maturities and sales (purchases) of investments, net          (19,428)         6,997
                                                                 ---------      ---------
Net cash provided by (used in) investing activities                (19,828)         6,125
                                                                 ---------      ---------

Cash flows from financing activities:
     Proceeds from the sale of common stock                         58,062              -
     Proceeds from issuance of common stock                              -            964
     Repayments to related parties                                     (23)             -
                                                                 ---------      ---------
Net cash provided by financing activities                           58,039            964
                                                                 ---------      ---------

Net increase in cash and cash equivalents                           40,332         12,318
Cash and cash equivalents, beginning of period                       6,299        183,303
                                                                 ---------      ---------
Cash and cash equivalents, end of period                         $  46,631      $ 195,621
                                                                 =========      =========

</TABLE>


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



                            Page 5 of 16 Total Pages
<PAGE>

                          ULTICOM, INC. AND SUBSIDIARY
                   Notes to 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. 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 month period ended April 30, 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.

                  Inventories. The composition of inventories at January 31 and
April 30, 2001 is as follows:

                                          January 31,          April 30,
                                             2001                2001
                                                  (In thousands)
                  Work in process         $       847        $       707
                  Finished goods                  778                676
                                          -----------        -----------
                                          $     1,625        $     1,383
                                          ===========        ===========






                            Page 6 of 16 Total Pages
<PAGE>

                  Earnings Per Share. For the three month periods ended April
30, 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:


                                               Three months ended
                                                   April 30,
                                               2000        2001
                                                (In thousands)

                  Basic                       34,100      40,565
                  Diluted                     36,420      43,597



         Recent Accounting Pronouncements. In 1998, the Financial Accounting
Standards Board issued 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.





                            Page 7 of 16 Total Pages
<PAGE>

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

         Results of Operations.

                  Sales. Sales for the three month period ended April 30, 2001
increased by approximately $8,207,000 (93%) compared to the corresponding period
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 48% of our sales for the three month period ended April 30, 2001
compared to 65% of our sales in the corresponding 2000 period. Sales to our
customers in the U.S. represented 52% for the three month period ended April 30,
2001 compared to 35% in the corresponding 2000 period.

                  Cost of Sales. Cost of sales for the three month period ended
April 30, 2001 increased by approximately $2,469,000 (84%) compared to the
corresponding period in 2000. Material costs increased by approximately $83,000,
personnel-related costs increased by approximately $1,328,000 and depreciation
and amortization costs increased by approximately $730,000 for the three month
period ended April 30, 2001. Gross margins (expressed as a percentage of sales)
for the three month period ended April 30, 2001 increased to approximately 68%
from approximately 67% in the corresponding 2000 period.

                  Research and Development Expenses. Research and development
expenses for the three month period ended April 30, 2001 increased by
approximately $1,481,000 (76%) compared to the corresponding period 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 three
month period ended April 30, 2001 of approximately $1,471,000 due to the hiring
of additional personnel and increased compensation and benefits of existing
personnel.

                  Selling, General and Administrative Expenses. Selling, general
and administrative expenses for the three month period ended April 30, 2001
increased by approximately $1,756,000 (68%) compared to the corresponding period
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 $954,000 for the three month period ended April 30, 2001 which
primarily was due to the expansion of our marketing and sales department. Legal
and consulting fees increased by approximately $116,000 for the three month
period ended April 30, 2001 due to matters related to the expansion of our
operations. Marketing costs increased by approximately $228,000 for the three
month period ended April 30, 2001 due to the increased activity in advertising
and tradeshows. Travel and entertainment costs increased by approximately
$284,000 for the three month period ended April 30, 2001 due to the expansion of
our sales department and selling activities.



                            Page 8 of 16 Total Pages
<PAGE>

                  Interest and other income, net. Interest and other income, net
for the three month period ended April 30, 2001 increased by approximately
$2,580,000 as compared to the 2000 period. The increase was primarily a result
of increased interest income of approximately $2,520,000 for the three month
period ended April 30, 2001 resulting from the investment of proceeds from the
Company's public offerings.

                  Income Tax Provision. Provision for income taxes for the three
month period ended April 30, 2001 increased by $1,898,000 (323%) compared to the
corresponding period in 2000 due to increased pre-tax income. The overall
effective tax rate was approximately 37.5% and 38.0% in the three month periods
ended April 30, 2001 and 2000, respectively.

                  Net Income. Net income for the three month period ended April
30, 2001 increased by approximately $3,183,000 (331%) compared to the
corresponding period in 2000, primarily as a result of the factors described
above. Net income as a percentage of sales increased to approximately 24% in the
three month period ended April 30, 2001 from approximately 11% in the three
month period ended April 30, 2000.

         Liquidity and Capital Resources. At April 30, 2001, the Company had
cash and cash equivalents of approximately $195,621,000 and working capital of
approximately $200,909,000.

         Operations for the three months ended April 30, 2001 and 2000, after
adding back non-cash items, provided cash of approximately $4,620,000 and
$1,541,000, respectively. Other changes in operating assets and liabilities
provided cash of approximately $609,000 and $580,000 for the three months ended
April 30, 2001 and 2000, respectively.

         Investment activities for the three months ended April 30, 2001 and
2000 provided (used) cash of approximately $6,125,000 and ($19,828,000),
respectively. These amounts include additions of property and equipment in the
three months ended April 30, 2001 and 2000 of approximately $872,000 and
$400,000, respectively and maturities and sales (purchases) of short-term
investments of $6,997,000 and ($19,428,000) in the three months ended April 30,
2001 and 2000, respectively.

         Financing activities for the three months ended April 30, 2001 and 2000
provided cash of approximately $964,000 and $58,039,000, respectively. These
amounts included (i) $58,062,000 of net proceeds from the issuance of common
stock in connection with the Company's stock offering in the 2000 period; (ii)
proceeds from the exercise of stock options and employee stock purchase plan in
the amount of $964,000 in the 2001 period; and (iii) repayments to related
parties of $23,000 in the 2000 period.

         The Company may pursue acquisitions of businesses, products or
technologies in the future to expand the business and the products it offers.
Any material acquisition could result in a decrease in working capital depending
upon the amount, timing and nature of the consideration paid.

         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


                            Page 9 of 16 Total Pages
<PAGE>

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 telecommunications industry has
been affected by worldwide conditions of economic weakness. 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. While the Company's
revenues and net income have grown in recent periods, the continuation of
economic weakness in the telecommunications industry may adversely affect the
Company's future operating results. The Company's sales to equipment
manufacturers and application developers who supply the telecommunications
industry may be 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 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 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 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


                            Page 10 of 16 Total Pages
<PAGE>

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. In addition, the Company's ability to grow and enhance its products may
be limited due to the intense competition for new hires in the technology
fields. 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.

         The Company is dependent on the sale of its Signalware product line.
All of the Company's products are designed to support signaling system #7. If
future networks do not utilize this system and the Company is unable to adapt
its products to work with the appropriate system 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
is expanding its product line with the development of the Nexworx service
control product initiative. The success of this product line is dependent
primarily upon the development of a market for these types of products and their
acceptance by existing and new customers. If a market for Nexworx does not
develop or the Company is not successful in marketing it, the Company's
continued growth could be adversely affected and its investment in Nexworx 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.



                            Page 11 of 16 Total Pages
<PAGE>

          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.

         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.




                            Page 12 of 16 Total Pages
<PAGE>

         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.

         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.



                            Page 13 of 16 Total Pages
<PAGE>

                                     PART II

                                Other Information


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

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

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

               11.         Statement re computation of
                           per share earnings.                         16


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

           None







                            Page 14 of 16 Total Pages
<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:       June   13, 2001           /S/ Shawn Osborne
                                       -------------------------------------
                                       Shawn Osborne
                                       President and Chief Executive Officer


Dated:        June   13, 2001          /S/ David Kreinberg
                                       -------------------------------------
                                       David Kreinberg
                                       Chief Financial Officer




                            Page 15 of 16 Total Pages