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 July 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 September 7, 2001 was 41,097,107.

                            Page 1 of 18 Total Pages

<PAGE>

                                     PART I


                              Financial Information

ITEM 1. Financial Statements.

                                                                        Page

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

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

    3.          Condensed Consolidated Statements of Cash
                Flows for the Six Month Periods Ended
                July 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.                     8




                            Page 2 of 18 Total Pages
<PAGE>

                          ULTICOM, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)
<TABLE>
<CAPTION>
ASSETS                                                                January 31,   July 31,
------                                                                  2001*        2001
                                                                                  (Unaudited)
<S>                                                                   <C>          <C>
CURRENT ASSETS:
        Cash and cash equivalents                                     $183,303     $179,410

        Short-term investments                                          25,577       36,107

        Accounts receivable, net                                         8,483       11,536

        Inventories                                                      1,625        1,174

        Prepaid expenses and other current assets                          720        1,214

        Deferred tax asset                                                 332          754
                                                                      --------     --------

TOTAL CURRENT ASSETS                                                   220,040      230,195

PROPERTY AND EQUIPMENT, net                                              5,728        6,945

INVESTMENTS                                                              5,500        5,550

OTHER ASSETS                                                               919          516
                                                                      --------     --------

TOTAL ASSETS                                                          $232,187     $243,206
                                                                      ========     ========

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

LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES:
        Accounts payable and accrued expenses                         $ 14,023     $ 18,393

        Deferred revenue                                                10,648        6,534
                                                                      --------     --------

TOTAL CURRENT LIABILITIES                                               24,671       24,927
                                                                      --------     --------

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


STOCKHOLDER'S EQUITY:
        Common stock, no par value-
         authorized, 200,000,000 shares;
         issued and outstanding, 40,510,965 and 41,052,609 shares

                            Page 3 of 18 Total Pages
<PAGE>

        Additional paid-in capital                                     196,862      199,140

        Retained earnings                                               10,187       18,530

        Accumulated other comprehensive income                               -          142
                                                                      --------     --------
TOTAL STOCKHOLDERS' EQUITY                                             207,049      217,812
                                                                      --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $232,187     $243,206
                                                                      ========     ========

</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.



                          ULTICOM, INC. AND SUBSIDIARY
                   Condensed Consolidated Statements of Income
                                   (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                     Six months ended                 Three months ended
                                                                 July 31,         July 31,         July 31,         July 31,
                                                                   2000             2001             2000             2001
<S>                                                             <C>              <C>              <C>              <C>
Sales                                                           $  19,417        $  34,959        $  10,591        $  17,926
Cost of sales                                                       6,443           11,009            3,496            5,593
                                                          ---------------   --------------  ---------------  ---------------
Gross profit                                                       12,974           23,950            7,095           12,333

Operating expenses:
     Research and development                                       4,285            7,062            2,325            3,621
     Selling, general and administrative                            5,636            8,823            3,050            4,481
                                                          ---------------  ---------------  ---------------  ---------------
     Income from operations                                         3,053            8,065            1,720            4,231

     Interest and other income, net                                 1,263            5,262            1,047            2,466
                                                          ---------------  ---------------  ---------------  ---------------

Income before income tax provision                                  4,316           13,327            2,767            6,697
Income tax provision                                                1,639            4,984            1,051            2,498
                                                          ---------------  ---------------  ---------------  ---------------

Net income                                                       $  2,677         $  8,343         $  1,716         $  4,199
                                                                 ========         ========         ========         ========

Earnings per share:



                            Page 4 of 18 Total Pages
<PAGE>

     Basic                                                       $   0.07         $   0.20         $   0.05         $   0.10
                                                                 ========         ========         ========         ========
     Diluted                                                     $   0.07         $   0.19         $   0.04         $   0.10
                                                                 ========         ========         ========         ========

</TABLE>

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




                          ULTICOM, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                               Six months ended
                                                                            July 31,       July 31,
                                                                             2000            2001
<S>                                                                      <C>            <C>
Cash flows from operating activities:
        Net cash from operations after adjustment for non-cash items     $   3,837      $   9,494
        Changes in assets and liabilities:
         Accounts receivable, net                                           (1,028)        (3,053)
         Inventories                                                           249            451
         Prepaid expenses and other current assets                             332           (494)
         Accounts payable and accrued expenses                               2,504          4,370
         Deferred revenue                                                    2,277         (4,114)
         Other                                                                 (34)           456
                                                                         ---------      ---------

Net cash provided by operating activities                                    8,137          7,110
                                                                         ---------      ---------

Cash flows from investing activities:
        Purchases of property and equipment, net                            (1,476)        (2,701)
        Maturities and sales (purchases) of investments, net                     -        (10,580)
        Capitalization of software development costs                          (134)             -
                                                                         ---------      ---------


                            Page 5 of 18 Total Pages
<PAGE>

Net cash used in investing activities                                       (1,610)       (13,281)
                                                                         ---------      ---------

Cash flows from financing activities:
        Proceeds from the sale of common stock                              58,062              -
        Proceeds from issuance of common stock                                  26          2,278
        Proceeds from related parties                                          346              -
        Repayment of bank debt                                              (3,800)             -
                                                                         ---------      ---------
Net cash provided by financing activities                                   54,634          2,278
                                                                         ---------      ---------

Net increase (decrease) in cash and cash equivalents                        61,161         (3,893)
Cash and cash equivalents, beginning of period                               6,299        183,303
                                                                         ---------      ---------
Cash and cash equivalents, end of period                                 $  67,460      $ 179,410
                                                                         =========      =========

</TABLE>

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



                            Page 6 of 18 Total Pages
<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 six month periods ended July 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 July 31,
2001, accounts receivable, net includes approximately $727,000 and $1,619,000,
respectively, of receivables due from related parties.


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

                                          January 31,          July 31,
                                             2001                2001
                                                 (In thousands)

                  Work in process        $       847         $       707
                  Finished goods                 778                 467
                                         -----------         -----------
                                         $     1,625         $     1,174
                                         ===========         ===========

                    Comprehensive Income. For the three months period ended July
 31, 2000 and 2001, total comprehensive income was $1,716,000 and $4,311,000,
 respectively, and for the six months period ended $2,677,000 and $8,485,000,
 respectively. The elements of comprehensive income include net income,
 unrealized gains/losses on securities available for sale and foreign currency
 translation adjustments.


                            Page 7 of 18 Total Pages
<PAGE>

                  Earnings Per Share. For the three and six month periods ended
July 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:

                                  Six months ended      Three months ended
                                      July 31,               July 31,
                                  2000      2001        2000         2001
                                             (In thousands)

                  Basic          35,886    40,751      37,614       40,932
                  Diluted        38,743    43,529      40,721       43,558


                  Recent Accounting Pronoucements. In 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Standard
("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".
Statement of Financial Standard ("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, 2001, will be subject


                            Page 8 of 18 Total Pages
<PAGE>

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.


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

         Results of Operations.

                  Sales. Sales for the six month and three month periods ended
July 31, 2001 increased by approximately $15,542,000 (80%) and $7,335,000 (69%),
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 56% and 64% of
our sales in the six and three month periods ended July 31, 2001 compared to 67%
and 69% respectively, of our sales in the corresponding 2000 periods. Sales to
our customers in the U.S. represented 44% and 36% respectively, in the six and
three month periods ended July 31, 2001 compared to 33% and 31% in the
corresponding 2000 periods.

                  Cost of Sales. Cost of sales for the six month and three month
periods ended July 31, 2001 increased by approximately $4,566,000 (71%) and
$2,097,000 (60%), respectively, compared to the corresponding periods in 2000.
For the six and three month periods ended July 31, 2001, material costs
increased by approximately $1,116,000 and $1,033,000, respectively,
personnel-related costs increased by approximately $2,319,000 and $991,000,
respectively, and depreciation and amortization costs increased by approximately
$735,000 and $5,000, respectively. Gross margins (expressed as a percentage of
sales) for the six month and three month periods ended July 31, 2001 increased
to approximately 68.5% and 68.8%, respectively, from approximately 66.8%,
respectively, and 67.0%, respectively, in the corresponding 2000 periods.

                  Research and Development Expenses. Research and development
expenses for the six month and three month periods ended July 31, 2001 increased
by approximately $2,777,000 (65%) and $1,296,000 (56%), 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 six and three month periods ended July 31,
2001 of approximately $3,070,000 and $1,599,000 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


                            Page 9 of 18 Total Pages
<PAGE>

activities decreased by approximately $273,000 and $267,000, respectively, for
the six and three month periods ended July 31, 2001.

                  Selling, General and Administrative Expenses. Selling, general
and administrative expenses for the six month and three month periods ended July
31, 2001 increased by approximately $3,187,000 (57%) and $1,431,000 (47%),
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 $1,496,000
and $542,000, respectively, for the six and three month periods ended July 31,
2001 which primarily was due to the expansion of our marketing and sales
department. Legal and consulting fees increased by approximately $241,000 and
$124,000, respectively, for the six and three month periods ended July 31, 2001
due to matters related to the expansion of our operations. Marketing costs
increased by approximately $343,000 and $115,000, respectively, for the six and
three month periods ended July 31, 2001 due to the increased activity in
advertising and tradeshows. Travel and entertainment costs increased by
approximately $308,000 and $24,000 respectively for the six and three month
periods ended July 31, 2001 due to the expansion of our sales department and
selling activities.

                  Interest and other income, net. Interest and other income, net
for the six month and three month periods ended July 31, 2001 increased by
approximately $3,999,000 and $1,419,000, 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 six
month and three month periods ended July 31, 2001 increased by $3,345,000 (204%)
and $1,447,000 (138%), respectively, compared to the corresponding periods in
2000 due to increased pre-tax income. The overall effective tax rate was between
37% and 38% in each of the six month and three month periods ended July 31, 2001
and 2000.

                  Net Income. Net income for the six month and three month
periods ended July 31, 2001 increased by approximately $5,666,000 (212%) and
$2,483,000 (145%), 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 23.9% and 23.4%, respectively, in the six
month and three month periods ended July 31, 2001 from approximately 13.8% and
16.2%, respectively, in the six month and three month periods ended July 31,
2000.

         Liquidity and Capital Resources. At July 31, 2001, the company had cash
and cash equivalents and short-term investments of approximately $215,517,000
and working capital of approximately $205,268,000.

         Operations for the six months ended July 31, 2001 and 2000, after
adding back non-cash items, provided cash of approximately $9,494,000 and
$3,837,000, respectively. Other changes in operating assets and liabilities
provided (used) cash of approximately ($2,384,000) and $4,300,000 for the six
month periods ended July 31, 2001 and 2000, respectively.


                            Page 10 of 18 Total Pages
<PAGE>

         Investment activities for the six month periods ended July 31, 2001 and
2000 used cash of approximately $13,281,000 and $1,610,000, respectively. These
amounts included (i) additions of property and equipment in the six month
periods ended July 31, 2001 and 2000 of approximately $2,701,000 and $1,476,000,
respectively; (ii) maturities and sales (purchases) of short-term investments,
net of approximately ($10,580,000) in the six month period ended July 31, 2001
and (iii) capitalization of software development costs of approximately $134,000
in the six month period ended July 31, 2000.

         Financing activities for the six months ended July 31, 2001 and 2000
provided cash of approximately $2,278,000 and $54,634,000, respectively. These
amounts included (i) approximately $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 approximately $26,000 and $2,278,000 in the 2000
and 2001 periods, respectively, (iii) proceeds from related parties of
approximately $346,000 in the six months ended July 31, 2000 and (iv) the
repayment of bank debt of approximately $3,800,000 in the six month period ended
July 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 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 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 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


                            Page 11 of 18 Total Pages
<PAGE>

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. 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


                            Page 12 of 18 Total Pages
<PAGE>

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.

         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 13 of 18 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 14 of 18 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.                        17



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

           None



                            Page 15 of 18 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:    September 14, 2001         S/Shawn Osborne
                                     -------------------------------------
                                     Shawn Osborne
                                     President and Chief Executive Officer


Dated:    September 14, 2001         S/Mark Kissman
                                     -------------------------------------
                                     Mark Kissman
                                     Chief Financial Officer




                            Page 16 of 18 Total Pages
<PAGE>

                                  EXHIBIT INDEX

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

               11.         Statement re computation of
                           per share earnings.                        17