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, 2002

                                       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 7, 2002 was 41,395,937.

                            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, 2002 and April 30, 2002 (unaudited)       3

    2.          Condensed Consolidated Statements of Operations
                for the Three-Month Periods
                ended April 30, 2001 and 2002 (unaudited)                4

    3.          Condensed Consolidated Statements of Cash
                Flows for the Three-Month Periods ended
                April 30, 2001 and 2002 (unaudited)                      5

    4.          Notes to Condensed Consolidated Financial
                Statements                                               6


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


ITEM 3. Quantitative and Qualitative Disclosures about
        Market Risk.                                                    17







                            Page 2 of 19 Total Pages
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                                                     January 31,       April 30,
                                                                                        2002             2002
                                                                                        ----             ----
                                                                                                      (Unaudited)
                                     ASSETS
<S>                                                                                  <C>              <C>
Current Assets:
     Cash and cash equivalents                                                       $ 140,260        $ 120,545
     Short-term investments                                                             76,827           97,100
     Accounts receivable, net of allowance for doubtful accounts of
        $849 and $791                                                                    8,422            3,269
     Inventories                                                                           446              598
     Prepaid expenses and other current assets                                           3,642            5,047
                                                                                     ---------        ---------
          Total current assets                                                         229,597          226,559
     Property and equipment, net                                                         5,270            4,677
     Investments                                                                         5,550            5,550
     Other assets                                                                          258              261
                                                                                     ---------        ---------
          Total assets                                                               $ 240,675        $ 237,047
                                                                                     =========        =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses                                           $  12,972        $  10,182
     Deferred revenue                                                                    3,679            3,391
                                                                                     ---------        ---------
          Total current liabilities                                                     16,651           13,573
                                                                                     ---------        ---------


Commitments and Contingencies

Shareholders' Equity:
     Undesignated stock, no par value, 10,000,000 shares authorized, no
        shares issued and outstanding                                                       --               --
     Common stock, no par value, 200,000,000 authorized,
        41,121,505 and 41,359,161 issued and outstanding                                    --               --
     Additional paid-in capital                                                        202,557          203,248
        Accumulated other comprehensive income                                             443              281
     Retained earnings                                                                  21,024           19,945
                                                                                     ---------        ---------
          Total shareholders' equity                                                   224,024          223,474
                                                                                     ---------        ---------
          Total liabilities and shareholders' equity                                 $ 240,675        $ 237,047
                                                                                     =========        =========
</TABLE>

    The Condensed Consolidated Balance Sheet as of January 31, 2002 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 19 Total Pages
<PAGE>

                          ULTICOM, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
                      (In thousands, except per share data)

                                                      Three months ended
                                                    April 30,      April 30,
                                                      2001           2002
                                                    -------        -------

Sales                                               $17,033        $ 7,097
Cost of sales                                         5,416          3,228
                                                    -------        -------
Gross profit                                         11,617          3,869

Operating expenses:
Research and development                              3,441          3,242
Selling, general and administrative                   4,342          3,530
                                                    -------        -------
Income (loss) from operations                         3,834         (2,903)

Interest and other income, net                        2,796          1,190
                                                    -------        -------
Income (loss) before income tax provision (benefit)   6,630         (1,713)

Income tax provision (benefit)                        2,486           (634)
                                                    -------        -------

Net income (loss)                                   $ 4,144       $ (1,079)
                                                    =======       =========


Earnings (loss) per share:
Basic                                               $  0.10       $  (0.03)
                                                    =======       =========
Diluted                                             $  0.10       $  (0.03)
                                                    =======       =========


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


                            Page 4 of 19 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,
                                                                       2001            2002
                                                                     ---------      ---------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
Net cash from operations after adjustments for non-cash items        $   4,620      $    (346)
Changes in assets and liabilities:
   Accounts receivable, net                                             (1,228)         5,153
   Inventories                                                             243           (152)
   Prepaid expenses and other current assets                                53         (1,405)
   Accounts payable and accrued expenses                                 2,069         (2,790)
   Deferred revenue                                                       (982)          (288)
   Other                                                                   454           (165)
                                                                     ---------      ---------
        Net cash provided by operating activities                        5,229              7
                                                                     ---------      ---------

Cash flows from investing activities:
   Purchases of property and equipment, net                               (872)          (140)
   Maturities and sales (purchases) of investments, net                  6,997        (20,273)
                                                                     ---------      ---------
        Net cash provided by (used in) investing activities              6,125        (20,413)
                                                                     ---------      ---------

Cash flows from financing activities:
   Proceeds from issuance of common stock in connection with
      exercise of stock options and employee stock purchase plan           964            691
                                                                     ---------      ---------
          Net cash provided by financing activities                        964            691
                                                                     ---------      ---------

Net increase (decrease) in cash and cash equivalents                    12,318        (19,715)
Cash and cash equivalents, beginning of period                         183,303        140,260
                                                                     ---------      ---------

Cash and cash equivalents, end of period                             $ 195,621      $ 120,545
                                                                     =========      =========
</TABLE>

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


                            Page 5 of 19 Total Pages
<PAGE>

                          ULTICOM, INC. AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

         BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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, 2002. 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,
2002 are not necessarily indicative of the results to be expected for the full
year.

         Company Business and Background - Ulticom, Inc., a New Jersey
corporation, is a subsidiary of Comverse Technology, Inc. ("CTI"), and is
engaged in the design, development, manufacture, marketing and support of
software and hardware for use in the communications industry.

         Principles of Consolidation - The consolidated financial statements
include the accounts of Ulticom, Inc. and it's wholly owned subsidiary (together
the "Company"). All material intercompany balances and transactions have been
eliminated.

         Inventories - Inventories are stated at the lower of cost or market.
Cost is determined by the first in, first out (FIFO) method. Inventories at
January 31 and April 30, 2002 consist entirely of finished goods.

         Accumulated Other Comprehensive Income - Total accumulated other
comprehensive income at January 31, 2002 and April 30, 2002 was approximately
$0.5 million and $0.3 million, respectively. Unrealized gains on
available-for-sale securities and cumulative translation adjustments are
components of accumulated other comprehensive income. Unrealized gains were
approximately $0.3 million and $0.2 million, respectively, and cumulative
translation adjustments were approximately $0.2 million and $0.1 million,
respectively, at January 31 and April 30, 2002.


                            Page 6 of 19 Total Pages
<PAGE>

         Earnings (Loss) Per Share - For the three-month periods ended April 30,
2001 and 2002, the computation of basic earnings (loss) per share is based on
the weighted average number of outstanding common shares. Diluted earnings
(loss) per share further assumes the issuance of common shares for all dilutive
potential common shares outstanding. The diluted earnings (loss) per share
calculation for the three months ended April 30, 2002 excludes incremental
shares of 1,451,803 related to employee stock options. These shares are excluded
due to their anti-dilutive effect as a result of the Company's loss during the
period. The shares used in the computations are as follows:


                                               Three months ended
                                                   April 30,
                                               2001        2002
                                                (In thousands)

                  Basic                       40,565      41,204
                  Diluted                     43,597      41,204

         Related Party Transactions - The Company sells products and provides
services to other subsidiaries of CTI. Sales to related parties were
approximately $2.1 million and $0.9 million for the three-month periods ended
April 30, 2001 and 2002, respectively.

         As of April 30, 2001 and 2002 amounts due from subsidiaries of CTI were
approximately $1.6 million and $0.2 million, respectively.

         The Company has a services agreement with CTI. Under this agreement,
CTI provides the Company with various administrative and consulting services.
The Company has agreed to pay to CTI a quarterly fee of $150,000, payable in
arrears at the end of each fiscal quarter, in consideration for all services
provided by CTI during such fiscal quarter. In addition, the Company has agreed
to reimburse CTI for any out-of-pocket expenses incurred by CTI in providing the
services. The term of the agreement extends to January 31, 2003 and is
automatically extended for additional twelve-month periods unless terminated by
either party.


         Recent Accounting Pronouncements

         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
immediately to the provisions of this Statement. The adoption of SFAS No. 142
did not have a material effect on the Company's financial statements.


                            Page 7 of 19 Total Pages
<PAGE>

         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 effect 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 superseeds SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and certain provisions of
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 adoption of SFAS No. 144 did not have a material
effect on the Company's financial statements.




                            Page 8 of 19 Total Pages
<PAGE>

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


             On April 24, 2002, the Company issued a press release in which it
revised its outlook for the quarter ended April 30, 2002. The Company also
announced that it intends to reduce its workforce by approximately 20 percent
and expects to take a one-time charge of up to $3 million for staff reductions
and restructuring in its second quarter ending July 31, 2002.

         Results of Operations

                  Sales. Sales for the three-month period ended April 30, 2002
decreased by approximately $9.9 million, or approximately 58%, compared to the
corresponding period in 2001. The decrease is attributable primarily to a lower
volume of sales and deployments of our Signalware products. Sales to
international customers represented approximately 73% of our sales for the
three-month period ended April 30, 2002 compared to approximately 48% of our
sales in the corresponding 2001 period.
                  Cost of Sales. Cost of sales for the three-month period ended
April 30, 2002 decreased by approximately $2.2 million, or approximately 40%
compared to the corresponding period in 2001. The decrease is attributable
primarily to lower sales volume and cost reduction measures in the areas of
capital expenditures, materials and personnel related costs. This resulted in
decreases of approximately $0.8 million in depreciation costs, $0.7 million in
material and production costs, and $0.6 million in personnel-related costs for
the three-month period ended April 30, 2002. Gross margins (expressed as a
percentage of sales) for the three-month period ended April 30, 2002 decreased
to approximately 55% from approximately 68% in the corresponding 2001 period.

                  Research and Development Expenses. Research and development
expenses for the three-month period ended April 30, 2002 decreased by
approximately $0.2 million or approximately 6% compared to the corresponding
period in 2001. The decrease was primarily attributable to a decrease in
personnel-related costs.

                  Selling, General and Administrative Expenses. Selling, general
and administrative expenses for the three-month period ended April 30, 2002
decreased by approximately $0.8 million or approximately 19% compared to the
corresponding period in 2001. The decrease is attributable primarily to cost
reduction measures, resulting in decreases of approximately $0.3 million in
marketing costs, $0.2 million in administrative expenses, $0.2 million in legal
and consulting fees and $0.1 million in travel and entertainment costs for the
three-month period ended April 30, 2002.

                  Interest and Other Income, net. Interest and other income, net
for the three-month period ended April 30, 2002 decreased by approximately $1.6
million as compared to the 2001 period. The decrease is attributable primarily
to lower interest earned on the Company's cash investments, as a result of the
decline in interest rates when compared to the corresponding three-month period
ended April 30, 2001.

                  Income Tax Provision (Benefit). Benefit for income taxes was
$634,000 for the three-month period ended April 30, 2002 due to losses sustained
on a pre-tax income basis. For the corresponding period in 2001, the Company had

                            Page 9 of 19 Total Pages
<PAGE>

a provision for income taxes of $2,486,000. The overall effective tax rate was
approximately 37.0% and 37.5% in the three-month periods ended April 30, 2002
and 2001, respectively.

                  Net Income (Loss). Net loss for the three-month period ended
April 30, 2002 was approximately $1.1 million compared to approximately $4.1
million of net income in the corresponding period in 2001.

         Liquidity and Capital Resources

         The Company had working capital at April 30, 2002 of approximately
$213.0 million. At April 30, 2002, the Company had cash and cash equivalents and
short-term investments of approximately $217.6 million.

         Operations for the three months ended April 30, 2002 and 2001, after
adding back non-cash items, provided (used) cash of approximately ($0.3) million
and $4.6 million, respectively. Other changes in operating assets and
liabilities provided cash of approximately $0.3 million and $0.6 million for the
three months ended April 30, 2002 and 2001, respectively.

         Investment activities for the three months ended April 30, 2002 and
2001 provided (used) cash of approximately ($20.4) million and $6.1 million,
respectively. These amounts include additions of property and equipment in the
three months ended April 30, 2002 and 2001 of approximately $0.1 million and
$0.9 million, respectively, and maturities and sales (purchases) of short-term
investments of ($20.3) million and $7.0 million, respectively, in the three
months ended April 30, 2002 and 2001.

         Financing activities for the three months ended April 30, 2002 and 2001
provided cash of approximately $0.7 million and $1.0 million, respectively,
related to the proceeds from the issuance of common stock in connection with the
exercise of stock options and employee stock purchase plan.

         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 shareholders, and
there can be no assurance as to whether or when any acquired business would
contribute positive operating results commensurate with the associated
investment.

         The Company may pursue acquisitions of businesses, products or
technologies in the future to expand its 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 that its existing cash balances 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 the Company's needs, it may seek additional debt or
equity financing.


                            Page 10 of 19 Total Pages
<PAGE>

         Certain Trends and Uncertainties

         The Company derives substantially all of its revenue from the
telecommunications industry, which is facing an unprecedented recession. This
has resulted in a significant reduction of capital expenditures made by
equipment manufacturers, application developers and communication service
providers. The Company's operating results and financial condition have been,
and will continue to be, adversely affected by the severe decline in technology
purchases and capital expenditures by these entities. Consequently, the
Company's operating results have deteriorated significantly in recent periods,
resulting in an operating loss for the quarter ending April 30, 2002 and the
Company's operating results may continue to deteriorate in future periods if
such conditions remain in effect. For these reasons and the risk factors
outlined below, it has been and continues to be very difficult for the Company
to accurately forecast future revenues and operating results.

         The Company's business is dependent on the strength of the
telecommunications industry. The telecommunications industry, in general, and
the Company, in particular, have been negatively affected by, among other
factors, the high costs and large debt positions incurred by communication
service providers to expand capacity and enable the provision of future services
(and the corresponding risks associated with the development, marketing and
adoption of these services as discussed below), including the cost of
acquisitions of licenses to provide future broadband services and reductions in
actual and projected revenues and deterioration in actual and projected
operating results. Accordingly, these entities have significantly reduced their
actual and planned expenditures to expand their equipment and delayed and
reduced the deployment of services. A number of communication service providers
have indicated the existence of conditions of excess capacity in certain markets
and have delayed the planned introduction of new services. 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 communication service providers and by declines in
technology expenditures. The continuation and/or exacerbation of these trends
will have an adverse effect on the Company's future results. In addition to loss
of revenue, weakness in the telecommunications industry has affected and will
continue to affect the Company's business by increasing the risks of credit or
business failures of suppliers, customers or distributors, by delays and
defaults in customer or distributor payments, and by price reductions instituted
by competitors to retain or acquire market share.

         The Company's current plan of operations is predicated in part on a
recovery in capital expenditures by equipment manufacturers, application
developers and communication service providers. In the absence of such
improvement, the Company would experience further deterioration in its operating
results, and may determine to modify its plan for future operations accordingly,
which will include, among other things, additional reductions in its workforce.

         The Company intends to continue to make significant investment in its
business, and to examine opportunities for growth through acquisitions of
businesses, products or technologies and other strategic investments. These
activities may involve significant expenditures and obligations that cannot
readily be curtailed or reduced if anticipated growth in demand for the
associated products does not materialize or is delayed. 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 downturns in
its markets, technology changes and shifts in competitive conditions. The
Company also may not be able to identify future suitable merger or acquisition


                            Page 11 of 19 Total Pages
<PAGE>

candidates, and even if the Company does identify suitable candidates, it may
not be able to make these transactions on commercially acceptable terms, or at
all. If the Company does make acquisitions, it may not be able to successfully
incorporate the personnel, operations and customers of these companies into the
Company's business. In addition, the Company may fail to achieve the anticipated
synergies from the combined businesses, including marketing, product
integration, distribution, product development and other synergies. The
integration process may further strain the Company's existing financial and
managerial controls and reporting systems and procedures. This may result in the
diversion of management and financial resources from the Company's core business
objectives. In addition, an acquisition or merger may require the Company to
utilize cash reserves, incur debt or issue equity securities, which may result
in a dilution of existing shareholders, and the Company may be negatively
impacted by the assumption of liabilities of the merged or acquired company. Due
to rapidly changing market conditions, the Company may find the value of its
acquired technologies and related intangible assets, such as goodwill as
recorded in the Company's financial statements, to be impaired, resulting in
charges to operations. The Company may also fail to retain the acquired or
merged companies' key employees and customers.

         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 success will depend on the ability to correctly anticipate
technological trends, to react quickly and effectively to such trends and to
enhance its existing product line and to introduce new products on a timely and
cost-effective basis. As a result, the life cycle of the Company's product line
is difficult to estimate. In addition, changing industry and market conditions
may dictate strategic decisions to restructure some business units and
discontinue others. Discontinuing a business unit or product line may result in
the Company recording accrued liabilities for special charges, such as costs
associated with a reduction in workforce. These strategic decisions could result
in changes to determinations regarding a product's useful life and the
recoverability of the carrying basis of certain assets.

         The Company's products involve sophisticated technology that performs
critical functions to highly demanding standards. There can be no assurance that
the Company's current or future products will not develop operational problems,
which could have a material adverse effect on the Company. The Company relies on
a limited number of suppliers and manufacturers for specific components and may
not be able to obtain substitute suppliers and manufacturers on terms that are
as favorable if supplies are interrupted.

         The telecommunications industry continues to undergo significant change
as a result of deregulation and privatization worldwide, reducing restrictions
on competition in the industry. Unforeseen changes in the regulatory environment
also may have an impact on the Company's revenues and/or costs in any given part
of the world. The Company believes that existing competitors will continue to
present substantial competition, and that other companies, many with
considerably greater financial, marketing and sales resources than the Company,
may enter the markets for the Company's products. Moreover, as the Company
enters into new markets as a result of its own research and development efforts
or acquisitions, it is likely to encounter new competitors.


                            Page 12 of 19 Total Pages
<PAGE>

         The Company's products are dependent upon their ability to operate on
new and existing hardware and operating systems of other companies. Any
modifications to the Company's software needed to adapt to these hardware and
operating systems 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'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 the Company's business and operating
results.

         The Company has made and continues to make significant investments in
the areas of sales and marketing and research and development. 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 protocol that
facilitate the convergence of voice and data signaling. However, the Company
also has ceased, curtailed or delayed certain longer-term initiatives, such as
its Nexworx product, pending a recovery in its business. The success of these
initiatives will be dependent upon, among other things, the emergence of a
market for these types of products and their acceptance by existing and new
customers. Despite delays in the adoption of new features and functionality as a
result of the telecommunications recession and the other factors described
herein, the Company believes that expenditures on these initiatives are
necessary to enhance its products in order to remain competitive, provide future
growth opportunities and to maintain the Company's presence in the market. The
Company's product initiatives reflect the 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 may 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 material adverse effect on the Company's business.

         The Company currently derives a majority 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.

         To date, international sales have been denominated in U.S. dollars.
Accordingly, the Company has not been exposed to fluctuations in foreign
currency exchange rates. However, the Company expects that in future periods, a
portion of international sales may be denominated in currencies other than the
U.S. dollar, which could expose it to losses and gains on foreign currency


                            Page 13 of 19 Total Pages
<PAGE>

transactions. The Company may choose to limit its exposure by utilizing hedging
strategies. There can be no assurance that any such hedging strategies that it
undertakes would be successful in avoiding exchange rate losses.

         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 communications 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's success is dependent on recruiting and retaining key
management and highly skilled technical, managerial, sales, and marketing
personnel. The competition for highly skilled personnel remains very competitive
despite the current economic conditions. The Company's ability to attract and
retain employees also may be affected by recent cost control actions, including
reductions in the Company's workforce and the associated reorganization of
operations.

         The occurrence or perception of security breaches within the Company
could harm the Company's business, financial condition and operating results.
While the Company implements sophisticated security measures, third parties may
attempt to breach the Company's security through computer viruses, electronic
break-ins and other disruptions. If successful, confidential information,
including passwords, financial information, or other personal information may be
improperly obtained and the Company may be subject to lawsuits and other
liability. Even if the Company is not held liable, a security breach could harm
the Company's reputation, and even the perception of security risks, whether or
not valid, could inhibit market acceptance of the Company's products.

         While the Company generally requires employees, independent contractors
and consultants to execute non-competition and confidentiality agreements, the
Company's intellectual property or proprietary rights could be infringed or
misappropriated, which could result in expensive and protracted litigation. The
Company relies on a combination of patent, copyright, trade secret and trademark


                            Page 14 of 19 Total Pages
<PAGE>

law to protect its technology. Despite the Company's efforts to protect its
intellectual property and proprietary rights, unauthorized parties may attempt
to copy or otherwise obtain and use its products or technology. Effectively
policing the unauthorized use of the Company's products is time-consuming and
costly, and there can be no assurance that the steps taken by the Company will
prevent misappropriation of its technology, particularly in foreign countries
where in many instances the local laws or legal systems do not offer the same
level of protection as in the United States.

         If others claim that the Company's products infringe their intellectual
property rights, the Company may be forced to seek expensive licenses,
reengineer its products, engage in expensive and time-consuming litigation or
stop marketing its products. The Company attempts to avoid infringing known
proprietary rights of third parties in its product development efforts. The
Company does not regularly conduct comprehensive patent searches to determine
whether the technology used in its products infringes patents held by third
parties, however. There are many issued patents as well as patent applications
in the fields in which the Company is engaged. Because patent applications in
the United States are not publicly disclosed until the patent is issued,
applications may have been filed which relate to the Company's software and
products. If the Company were to discover that its products violated or
potentially violated third-party proprietary rights, it might not be able to
obtain licenses to continue offering those products without substantial
reengineering. Any reengineering effort may not be successful, nor can the
Company be certain that any licenses would be available on commercially
reasonable terms.

         Substantial litigation regarding intellectual property rights exists in
the telecommunications industry, and the Company expects that its products may
be increasingly subject to third-party infringement claims as the number of
competitors in its industry segments grows and the functionality of software
products in different industry segments overlaps. In addition, the Company has
agreed to indemnify customers in certain situations should it be determined that
its products infringe on the proprietary rights of third parties. Any
third-party infringement claims could be time consuming to defend, result in
costly litigation, divert management's attention and resources, cause product
and service delays or require us to enter into royalty or licensing agreements.
Any royalty or licensing arrangements, if required, may not be available on
terms acceptable to the Company, if at all. A successful claim of infringement
against the Company and its failure or inability to license the infringed or
similar technology could have a material adverse effect on its business,
financial condition and results of operations.

         The Company holds a large proportion of its net assets in cash
equivalents and short-term investments. Such investments subject the Company to
the risks inherent in the capital markets generally, and to the performance of
other businesses over which it has no direct control. Given the relatively high
proportion of the Company's liquid assets relative to its overall size, the
results of its operations are materially affected by the results of the
Company's capital management and investment activities and the risks associated
with those activities. In addition, reduction in prevailing interest rates due
to economic conditions or government policies has had and may continue to have
an adverse impact on the Company's results of operations.

         The Company benefited from the rise in the public trading price of its
shares in various ways, including its ability to use equity incentive
arrangements as a means of attracting and retaining the highly qualified
employees necessary for its business and its ability to raise capital on
relatively attractive conditions. The 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


                            Page 15 of 19 Total Pages
<PAGE>

for the Company to rely on equity incentive arrangements as a means to recruit
and retain talented employees. The trading price of the Company's shares has
been affected by the factors disclosed herein as well as prevailing economic and
financial trends and conditions in the public securities markets. Share prices
of companies in technology-related industries, 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 negative 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, can be unpredictable and, since a
significant proportion of the Company's sales during each fiscal quarter tend to
occur in the latter stages of the quarter, may not be discernible until the end
of a financial reporting period. These factors may contribute to the volatility
of the trading value of its shares regardless of the Company's long-term
prospects. The trading price of the Company's shares may also 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 business segment in particular, which may
not have any direct relationship with the Company's business or prospects.

         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 shareholders, 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 16 of 19 Total Pages
<PAGE>

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk



        Refer to Item 7A in the Company's Annual Report on Form 10-K for a
discussion about the Company's exposure to market risks.















                            Page 17 of 19 Total Pages
<PAGE>

                                     PART II

                                Other Information
                                -----------------


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

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

           None


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

           None












                            Page 18 of 19 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, 2002      S/ Shawn Osborne
                          -------------------------------------
                          Shawn Osborne
                          President and Chief Executive Officer


Dated: June 13, 2002      S/ Mark A. Kissman
                          -------------------------------------
                          Mark A. Kissman
                          Vice President of Finance and Chief Financial
                          Officer











                            Page 19 of 19 Total Pages