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, 2003

                                       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


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
                                                      [X] Yes    [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

               The number of shares of Common Stock, no par value,
                 outstanding as of June 6, 2003 was 41,685,300.


                            Page 1 of 25 Total Pages
<PAGE>
                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION

<TABLE>
<S>                                                                           <C>
ITEM 1.           Financial Statements.
                                                                               Page
                                                                               ----

    1.            Condensed Consolidated Balance Sheets as
                  of January 31, 2003 and April 30, 2003                         3

    2.            Condensed Consolidated Statements of Operations for the
                  Three-Months ended April 30, 2002 and 2003                     4

    3.            Condensed Consolidated Statements of Cash Flows for the
                  Three-Months ended April 30, 2002 and 2003                     5

    4.            Notes to Condensed Consolidated Financial Statements           6


ITEM 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                          10

ITEM 3.           Quantitative and Qualitative Disclosures about
                  Market Risk.                                                  19

ITEM 4.           Controls and Procedures.                                      19


                                     PART II
                                OTHER INFORMATION


ITEM 6.           Exhibits and Reports on Form 8-K.                             20

SIGNATURES                                                                      21

CERTIFICATIONS                                                                  22

</TABLE>

                            Page 2 of 25 Total Pages
<PAGE>
                                     PART I
                              Financial Information

ITEM 1.  Financial Statements.

                          ULTICOM, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                             JANUARY 31,          APRIL 30,
                                                                                2003*               2003
                                                                                -----               ----
                                                                                                 (UNAUDITED)
<S>                                                                         <C>                  <C>
                                     ASSETS
 CURRENT ASSETS:
       Cash and cash equivalents                                              $ 102,672           $ 117,716
       Short-term investments                                                   116,074             101,277
       Accounts receivable, net                                                   4,212               4,940
       Inventories                                                                  695                 634
       Prepaid expenses and other current assets                                  4,395               4,537
                                                                             ----------          ----------
             Total current assets                                               228,048             229,104
       Property and equipment, net                                                3,333               2,946
       Investments                                                                5,550               5,550
       Other assets                                                                 171                 149
                                                                             ----------          ----------
             Total assets                                                     $ 237,102           $ 237,749
                                                                             ==========          ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:
       Accounts payable and accrued expenses                                  $   8,510           $   8,333
       Deferred revenue                                                           3,593               3,250
                                                                             ----------          ----------
             Total current liabilities                                           12,103              11,583

        Other liabilities                                                         1,847               1,815
                                                                             ----------          ----------
             Total liabilities                                                   13,950              13,398
                                                                             ----------          ----------

 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 shares authorized,
          41,530,874 and 41,623,721 shares issued and outstanding                    --                 --
       Additional paid-in capital                                               204,388             204,726
       Accumulated other comprehensive loss                                        (525)               (645)
       Retained earnings                                                         19,289              20,270
                                                                             ----------          ----------
             Total shareholders' equity                                         223,152             224,351
                                                                             ----------          ----------
             Total liabilities and shareholders' equity                       $ 237,102           $ 237,749
                                                                             ==========          ==========

</TABLE>

   * The Condensed Consolidated Balance Sheet as of January 31, 2003 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 25 Total Pages
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                     APRIL 30,                 APRIL 30,
                                                                       2002                      2003
                                                                       ----                       ----
<S>                                                                  <C>                        <C>

Sales                                                                 $ 7,097                    $ 9,129
Cost of sales                                                           3,228                      2,767
                                                                    ---------                  ---------
Gross profit                                                            3,869                      6,362

Operating expenses:
Research and development                                                3,242                      2,262
Selling, general and administrative                                     3,530                      3,723
                                                                    ---------                  ---------
Income (loss) from operations                                          (2,903)                       377
Interest income                                                         1,190                      1,109
                                                                    ---------                  ---------
Income (loss) before income tax provision (benefit)                    (1,713)                     1,486
Income tax provision (benefit)                                           (634)                       505
                                                                    ---------                  ---------

Net income (loss)                                                    $ (1,079)                    $  981
                                                                    =========                  =========


Earnings (loss) per share:
Basic                                                                $  (0.03)                   $  0.02
                                                                    =========                  =========
Diluted                                                              $  (0.03)                   $  0.02
                                                                    =========                  =========

</TABLE>


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





                            Page 4 of 25 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,
                                                                                            2002                  2003
                                                                                            ----                  ----
<S>                                                                                     <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                         $ (1,079)                $ 981
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
   Depreciation and amortization                                                               733                   479
Changes in assets and liabilities:
   Accounts receivable, net                                                                  5,153                  (728)
   Inventories                                                                                (152)                   61
   Prepaid expenses and other current assets                                                (1,405)                 (142)
   Accounts payable and accrued expenses                                                    (2,790)                 (177)
   Deferred revenue                                                                           (288)                 (343)
   Other, net                                                                                 (165)                 (130)
                                                                                        ----------            ----------
         Net cash provided by operating activities                                               7                     1
                                                                                        ----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                        (140)                  (92)
   Maturities and sales (purchases) of investments, net                                    (20,273)               14,797
                                                                                        ----------            ----------
         Net cash provided by (used in) investing activities                               (20,413)               14,705
                                                                                        ----------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock in connection with
     exercise of stock options and employee stock purchase plan                                691                   338
                                                                                        ----------            ----------
           Net cash provided by financing activities                                           691                   338
                                                                                        ----------            ----------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (19,715)               15,044
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             140,260               102,672
                                                                                        ----------            ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                 $ 120,545             $ 117,716
                                                                                        ==========            ==========

</TABLE>

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


                            Page 5 of 25 Total Pages
<PAGE>
                          ULTICOM, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

           BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           COMPANY BUSINESS AND BACKGROUND - Ulticom, Inc. (together with its
subsidiary, the "Company"), a New Jersey corporation and a majority-owned
subsidiary of Comverse Technology, Inc. ("CTI"), is engaged in the design,
development, manufacture, marketing and support of software and hardware for use
in the communications industry.

           BASIS OF PRESENTATION - The accompanying financial information should
be read in conjunction with the financial statements, including the notes
thereto, for the year ended January 31, 2003. The condensed consolidated
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, 2003 are not necessarily indicative of the results to be
expected for the full year.

           STOCK-BASED COMPENSATION. The Company accounts for stock options
under the recognition and measurement principles of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. Accordingly, no stock-based employee compensation cost is
reflected in net income for any periods, as all options granted have an exercise
price at least equal to the market value of the underlying common stock on the
date of grant.

           The Company estimated the fair value of employee stock options
utilizing the Black-Scholes option valuation model, using appropriate
assumptions, as required under accounting principles generally accepted in the
United States of America. The Black-Scholes model was developed for use in
estimating the fair value of traded options and does not consider the non-traded
nature of employee stock options, vesting and trading restrictions, lack of
transferability or the ability of employees to forfeit the options prior to
expiry. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of the Company's employee stock options.

            The following table illustrates the effect on net income (loss) and
earnings (loss) per share if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123 to
stock-based employee compensation for all periods:


                            Page 6 of 25 Total Pages
<PAGE>
<TABLE>
<CAPTION>
                                                                                        THREE MONTHS ENDED APRIL 30,
                                                                                     -----------------------------------
                                                                                           2002                2003
                                                                                           ----                ----
<S>                                                                                  <C>                 <C>
   Net income (loss), as reported                                                         $ (1,079)           $    981

   Deduct: Total stock-based employee compensation expense determined under fair
   value based method for all awards, net of related tax effects                              (838)             (1,050)
                                                                                     ---------------     ---------------

   Pro forma net income (loss)                                                            $ (1,917)           $    (69)
                                                                                     ===============     ===============

   Earnings (loss) per share:

   Basic - as reported                                                                     $ (0.03)              $ 0.02
   Basic - pro forma                                                                       $ (0.05)              $ 0.00

   Diluted - as reported                                                                   $ (0.03)              $ 0.02
   Diluted - pro forma                                                                     $ (0.05)              $ 0.00

</TABLE>


           COMPREHENSIVE INCOME (LOSS) - For the three-month periods ended April
30, 2002 and 2003, total comprehensive income (loss) was approximately $(1.2)
million and $0.9 million, respectively. The elements of comprehensive income
(loss) include net income (loss), unrealized gains/losses on available for sale
securities, and foreign currency translation adjustments.

           EARNINGS (LOSS) PER SHARE - For the three-month periods ended April
30, 2002 and 2003, the computation of basic earnings (loss) 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 (consisting entirely of stock options). The
diluted loss per share computation for the three months ended April 30, 2002
excludes incremental shares of approximately 1,452,000 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,
                                               2002       2003
                                                (In thousands)

                     Basic                    41,204     41,581
                     Diluted                  41,204     42,594

           RELATED PARTY TRANSACTIONS - The Company sells products and provides
services to other subsidiaries of CTI. For the three-month periods ended April
30, 2002 and 2003, sales to related parties were approximately $0.9 million and
$1.0 million, respectively.


                            Page 7 of 25 Total Pages
<PAGE>
           As of April 30, 2003, amounts due from subsidiaries of CTI was
approximately $0.8 million.

           The Company has a corporate services agreement with CTI. Under this
agreement, CTI provides the Company 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. The Company was charged
$150,000 in each of the three-month periods ended April 30, 2002 and 2003. In
addition, the Company has agreed to reimburse CTI for any out-of-pocket
expenses, if any, 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. The agreement
was automatically extended until January 31, 2004.

           WORKFORCE REDUCTION AND RESTRUCTURING ACCRUAL - During the year ended
January 31, 2003, the Company took steps to better align its cost structure with
the current business environment including workforce reduction and
restructuring.

           As of April 30, 2003, the Company had an accrual of approximately
$0.4 million related to workforce reduction and restructuring. A roll-forward of
the workforce reduction and restructuring accrual from January 31, 2003 is as
follows:

<TABLE>
<CAPTION>
                                          ACCRUAL BALANCE AT                CASH             ACCRUAL BALANCE AT
                                           JANUARY 31, 2003               PAYMENTS             APRIL 30, 2003
                                           ----------------               --------             --------------
                                                                       (In thousands)
<S>                                      <C>                          <C>                   <C>
  Severance and related                           $   34                     $   8                    $  26
  Facilities and related                             417                        33                      384
                                               ---------                 ---------                ---------
  Outstanding at end of period                    $  451                     $  41                    $ 410
                                               =========                 =========                =========

</TABLE>

           Severance and related costs consist primarily of severance payments
to terminated employees, fringe related costs associated with severance
payments, other termination costs and legal and consulting costs. The balance of
the severance and related costs is expected to be paid by July 31, 2003.

            Facilities and related costs consist primarily of contractually
obligated lease liabilities and operating expenses related to facilities to be
vacated as a result of the restructuring, and approximately $0.2 million is
classified in other liabilities as of April 30, 2003.

           Subsequent to April 30, 2003, the Company entered into an agreement
with the landlord of the facility covered under the restructuring that
terminates the current lease obligations in exchange for a lump sum payment by
the Company and the execution of a lease for another smaller facility owned by
the landlord. As such, the workforce reduction and restructuring accrual will be
completed by July 31, 2003.


           EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS - In August 2001, the
Financial Accounting Standards Board ("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


                            Page 8 of 25 Total Pages
<PAGE>
legal obligations associated with the retirement of a tangible long-lived asset
that result from the acquisition, construction, development and/or normal
operation of a long-lived asset. The Company was required to apply the
provisions of SFAS No. 143 at the beginning of the Company's fiscal year. The
adoption of SFAS No. 143 did not have a material effect on the Company's
condensed consolidated financial statements.

           In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145, among other things, rescinds SFAS No. 4, which
required all gains and losses from the extinguishment of debt to be classified
as an extraordinary item, and amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. The Company
was required to apply the provisions of SFAS No. 145 at the beginning of the
Company's fiscal year. The adoption of SFAS No. 145 did not have a material
effect on the Company's condensed consolidated financial statements.

           In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is generally effective for derivative instruments, including derivative
instruments embedded in certain contracts, entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
adoption of SFAS No. 149 is not expected to have a material effect on the
Company's condensed consolidated financial statements.

           In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how to classify and measure certain financial
instruments with characteristics of both liabilities and equity. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003.
The adoption of SFAS No. 150 is not expected to have a material effect on the
Company's condensed consolidated financial statements.





                            Page 9 of 25 Total Pages
<PAGE>
ITEM 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED APRIL 30, 2003
COMPARED TO THREE MONTH PERIOD ENDED APRIL 30, 2002

           Sales. Sales for the three-month period ended April 30, 2003
increased by approximately $2.0 million to approximately $9.1 million, or
approximately 29%, compared to the three-month period ended April 30, 2002. The
increase is primarily attributable to a higher volume of sales and deployments
of our Signalware products. Sales to international customers represented
approximately 75% of sales for the three-month period ended April 30, 2003 and
approximately 73% of sales in the three-month period ended April 30, 2002.

           Cost of Sales. Cost of sales decreased by approximately $0.5 million
to approximately $2.8 million, or approximately 14%, for the three-month period
ended April 30, 2003 compared to the three-month period ended April 30, 2002.
The decrease in cost of sales is primarily attributable to decreased
personnel-related costs of approximately $0.4 million and depreciation and
amortization costs of approximately $0.1 million when compared to the
three-month period ended April 30, 2002. Gross margins (expressed as a
percentage of sales) increased to approximately 70% for the three-month period
ended April 30, 2003 from approximately 55% in the three-month period ended
April 30, 2002.

           Research and Development. Research and development expenses decreased
by approximately $1.0 million to approximately $2.3 million, or approximately
30%, for the three-month period ended April 30, 2003 compared to the three-month
period ended April 30, 2002. The decrease is primarily attributable to lower
personnel-related costs of approximately $0.7 million and depreciation costs of
approximately $0.2 million for the three-month period ended April 30, 2003 when
compared to the three-month period ended April 30, 2002.

           Selling, General and Administrative. Selling, general and
administrative expenses increased by approximately $0.2 million to approximately
$3.7 million, or approximately 5%, for the three-month period ended April 30,
2003 compared to the three-month period ended April 30, 2002. The increase is
primarily attributable to higher personnel-related costs and professional
services of approximately $0.1 million and $0.1 million, respectively, for the
three-month period ended April 30, 2003 when compared to the three-month period
ended April 30, 2002. As a percentage of sales for the three-month period ended
April 30, 2003, selling, general and administrative expenses decreased to
approximately 41% from approximately 50% in the three-month period ended April
30, 2002.

           Interest Income. Interest income decreased by approximately $0.1
million to approximately $1.1 million for the three-month period ended April 30,
2003 as compared to the three-month period ended April 30, 2002. The decrease is
attributable to lower interest earned on the Company's cash investments,
primarily as a result of the decline in interest rates when compared to the
corresponding three-month period ended April 30, 2002.

           Income Tax Provision (Benefit). Provision for income taxes was
approximately $0.5 million for the three-month period ended April 30, 2003. For
the corresponding period in 2002, the Company had a benefit for income taxes of
approximately $0.6 million, due to losses sustained on a pre-tax basis. The


                            Page 10 of 25 Total Pages
<PAGE>
Company's overall effective tax rate was approximately 34.0% and 37.0% in the
three-month periods ended April 30, 2003 and 2002, respectively.

           Net Income (Loss). Net income for the three-month period ended April
30, 2003 was approximately $1.0 million compared to a net loss of approximately
$1.1 million in the three-month period ended April 30, 2002, and as a percentage
of sales was approximately 11% and (15%) in the three month periods ended April
30, 2003 and 2002, respectively. The changes are primarily attributable to the
factors described above.

LIQUIDITY AND CAPITAL RESOURCES

           The Company had working capital at April 30, 2003 and January 31,
2003 of approximately $217.5 million and $215.9 million, respectively. At April
30, 2003 and January 31, 2003, the Company had cash and cash equivalents and
short-term investments of approximately $219.0 million and $218.7 million,
respectively.

           Operations for the three-month periods ending April 30, 2003 and
2002, after adjustment for non-cash items, provided (used) cash of approximately
$1.5 million and $(0.3) million, respectively. During such periods, other
changes in operating assets and liabilities provided (used) cash of
approximately $(1.5) million, and $0.3 million, respectively.

           Investing activities for the three-month periods ended April 30, 2003
and 2002 provided (used) cash of approximately $14.7 million, and $(20.4)
million, respectively. These amounts include (i) purchases of property and
equipment of approximately $0.1 million and $0.1 million, respectively; and (ii)
net maturities and sales (purchases) of investments, of approximately $14.8
million, and $(20.3) million, respectively.

           Financing activities for the three-month periods ended April 30, 2003
and 2002 provided cash of approximately $0.3 million and $0.7 million,
respectively, related to 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 11 of 25 Total Pages
<PAGE>
           CERTAIN TRENDS AND UNCERTAINTIES

           The Company derives substantially all of its revenue from the
telecommunications industry, which continues to face 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
compared to prior years 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, including the
Company, has 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 networks 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 recovery,
the Company would experience further deterioration in its operating results, and
may determine to modify its plan for future operations accordingly, which may
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 suitable merger or acquisition
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


                            Page 12 of 25 Total Pages
<PAGE>
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 company's key employees and customers.

           The telecommunications industry is subject to rapid technological
change. The introduction of new technologies in the telecommunications market,
including the delay in the adoption of such new technologies, 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 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.

           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 new product offerings may not
properly integrate into existing platforms and the failure of new product
offerings to be accepted by the market could have a material adverse effect on
our business, results of operations, and financial condition.


                            Page 13 of 25 Total Pages
<PAGE>
           The Company's current products are designed to support SS7. 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 adversely affect 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 protocols that
facilitate the convergence of voice and data networks. However, the Company also
has ceased, curtailed or delayed certain longer-term initiatives 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.

           Geopolitical, economic and military conditions could directly affect
the Company's operations. The recent outbreak of Severe Acute Respiratory
Syndrome ("SARS") has curtailed travel to and from certain countries (primarily
in the Asia-Pacific region). Continued or additional restrictions on travel to
and from these and other regions on account of SARS could have a material
adverse effect on the Company's business, results of operations, and financial
condition. The continued threat of terrorism and heightened security and
military action in response to this threat, or any future acts of terrorism, may
cause further disruptions to the Company's business. To the extent that such
disruptions result in delays or cancellations of customer orders, or the
manufacture or shipment of the Company's products, business, operating results
and financial condition could be materially and adversely affected.

           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, difficulty in enforcing intellectual property rights, turbulence in
foreign currency and credit markets, and increased costs resulting from lack of
proximity to the customer. Recent world events may have an adverse effect on the
Company's international transactions, including political and economic
instability in certain countries in which the Company currently transacts
business and may transact business in the future.


                            Page 14 of 25 Total Pages
<PAGE>
           International sales are predominately denominated in U.S. dollars and
the Company has not been exposed to material fluctuations in foreign currency
exchange rates related to sales. However, the Company expects that in future
periods, a greater 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 transactions. The Company does have certain expenses
denominated in foreign currency. From time to time, 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 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


                            Page 15 of 25 Total Pages
<PAGE>
litigation. The Company relies on a combination of patent, copyright, trade
secret and trademark 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. 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.

           CTI beneficially owns a majority of the Company's outstanding shares
of common stock. Consequently, CTI effectively controls the outcome of all
matters submitted for stockholder action, including the composition of the
Company's board of directors and the approval of significant corporate
transactions. Through its representation on the Company's board of directors,
CTI has a controlling influence on the Company's management, direction and
policies, including the ability to appoint and remove officers. As a result, CTI


                            Page 16 of 25 Total Pages
<PAGE>
may cause the Company to take actions that may not be aligned with the Company's
interests or those of its other stockholders. For example, CTI may prevent or
delay any transaction involving a change in control of the Company or in which
the Company's stockholders might receive a premium over the prevailing market
price for their shares.

           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
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


                            Page 17 of 25 Total Pages
<PAGE>
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 would make additional updates or corrections thereafter with respect to
that or any other forward-looking statement.
































                            Page 18 of 25 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.


ITEM 4.    Controls and Procedures.

           (a) The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the periods specified in the rules and forms of
the Securities and Exchange Commission. Such information is accumulated and
communicated to the Company's management, including its principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. The Company's management, including the
principal executive officer and the principal financial officer, recognizes that
any set of controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control
objectives.

           Within 90 days prior to the filing date of this quarterly report on
Form 10-Q, the Company has carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
principal executive officer and the Company's principal financial officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on such evaluation, the Company's principal
executive officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective.

           (b) There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.









                            Page 19 of 25 Total Pages
<PAGE>
                                     PART II

                                Other Information


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

(a)        Exhibit Index.

           99.1       Certification of Chief Executive Officer pursuant to 18
                      U.S.C. Section 1350, as adopted, pursuant to Section 906
                      of the Sarbanes-Oxley Act of 2002*

           99.2       Certification of Chief Financial Officer pursuant to 18
                      U.S.C. Section 1350, as adopted, pursuant to Section 906
                      of the Sarbanes-Oxley Act of 2002*

*These exhibits are being "furnished" with this periodic report and are not
deemed "filed" with the Securities and Exchange Commission and are not
incorporated by reference in any filing of Ulticom, Inc. under the Securities
Act of 1933 or the Securities Exchange Act of 1934, whether made before or after
the date hereof and irrespective of any general incorporation by reference
language in any such filings.

(b)        Reports on Form 8-K.

                     During the first quarter of 2003, the Company furnished to
           the Securities and Exchange Commission an Item 9 on Form 8-K on April
           30, 2003 containing the certifications of the Chief Executive Officer
           and the Chief Financial Officer accompanying the Company's Form 10-K
           filed on April 30, 2003, as required pursuant to 18 U.S.C. Section
           1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002.







                            Page 20 of 25 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, 2003                      /s/ Shawn K. Osborne
                                          --------------------------------------
                                          Shawn K. Osborne
                                          President and Chief Executive Officer


Dated: June 13, 2003                      /s/ Mark A. Kissman
                                          --------------------------------------
                                          Mark A. Kissman
                                          Vice President of Finance and
                                          Chief Financial Officer














                            Page 21 of 25 Total Pages
<PAGE>
                                 CERTIFICATIONS

I, Shawn K. Osborne, President and Chief Executive Officer of Ulticom, Inc.,
certify that:

           1. I have reviewed this quarterly report on Form 10-Q of Ulticom,
Inc.;

           2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

           3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

           4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

           a)         designed such disclosure controls and procedures to ensure
                      that material information relating to the registrant,
                      including its consolidated subsidiaries, is made known to
                      us by others within those entities, particularly during
                      the period in which this quarterly report is being
                      prepared;

           b)         evaluated the effectiveness of the registrant's disclosure
                      controls and procedures as of a date within 90 days prior
                      to the filing date of this quarterly report (the
                      "Evaluation Date"); and

           c)         presented in this quarterly report our conclusions about
                      the effectiveness of the disclosure controls and
                      procedures based on our evaluation as of the Evaluation
                      Date;

           5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

           a)         all significant deficiencies in the design or operation of
                      internal controls which could adversely affect the
                      registrant's ability to record, process, summarize and
                      report financial data and have identified for the
                      registrant's auditors any material weaknesses in internal
                      controls; and

           b)         any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and

           6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: June 13, 2003                          /s/ Shawn K. Osborne
                                             ----------------------------------
                                             Name: Shawn K. Osborne
                                             Title: Chief Executive Officer


                            Page 22 of 25 Total Pages
<PAGE>
I, Mark A. Kissman, Chief Financial Officer of Ulticom, Inc., certify that:

           1. I have reviewed this quarterly report on Form 10-Q of Ulticom,
Inc.;

           2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

           3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

           4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

           a)         designed such disclosure controls and procedures to ensure
                      that material information relating to the registrant,
                      including its consolidated subsidiaries, is made known to
                      us by others within those entities, particularly during
                      the period in which this quarterly report is being
                      prepared;

           b)         evaluated the effectiveness of the registrant's disclosure
                      controls and procedures as of a date within 90 days prior
                      to the filing date of this quarterly report (the
                      "Evaluation Date"); and

           c)         presented in this quarterly report our conclusions about
                      the effectiveness of the disclosure controls and
                      procedures based on our evaluation as of the Evaluation
                      Date;

           5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

           a)         all significant deficiencies in the design or operation of
                      internal controls which could adversely affect the
                      registrant's ability to record, process, summarize and
                      report financial data and have identified for the
                      registrant's auditors any material weaknesses in internal
                      controls; and

           b)         any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and

           6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: June 13, 2003                          /s/ Mark A. Kissman
                                             ---------------------------------
                                             Name: Mark A. Kissman
                                             Title: Chief Financial Officer


                            Page 23 of 25 Total Pages