SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------


                                    FORM 10-Q/A

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       For the quarter ended                   Commission File Number 0-21138
       June 30, 1998

                                   ----------

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

            Florida                                      59-2479377
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

      1377 Clint Moore Road
       Boca Raton, Florida
      (Address of principal                                33487
        executive offices)                               (Zip Code)


                    Registrant's telephone number, including
                            area code: (561) 997-6227

                                   ----------

        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.

                                 Yes [X]   No [ ]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


                                                            Outstanding as of
                Class                                        August 13, 1998
  --------------------------------------                    -----------------
  Common stock, par value $.01 per share                        8,756,487

<PAGE>

                               BOCA RESEARCH, INC.
                  Form 10-Q/A For The Quarter Ended June 30, 1998

                                      INDEX

                                                                           Page
                                                                           ----

PART I. FINANCIAL INFORMATION

   Item 1.  Financial Statements

               Condensed Consolidated Balance Sheets
                 (unaudited) as of June 30, 1998
                 (As Restated) and December 31, 1997 .....................   3

               Condensed Consolidated Statements of Income
                 (unaudited) for the three and six months
                 ended June 30, 1998 (As Restated) and 1997 ..............   4

               Condensed Consolidated Statements of Cash
                 Flows (unaudited) for the six months ended
                 June 30, 1998 (As Restated) and 1997 ....................   5

               Notes to Condensed Consolidated
                 Financial Statements (unaudited) ........................   6

   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
                 Operations ..............................................  13


PART II.  OTHER INFORMATION

   Items 1-3.  Not applicable ............................................  25

   Item 4.  Submission of Matters to a Vote of Security Holders ..........  25

   Item 5.  Other Information ............................................  25

   Item 6.  Exhibits and Reports on Forms 8-K ............................  26

   Signatures ............................................................  27


                                       -2-
<PAGE>

PART I.  ITEM 1.


                               BOCA RESEARCH, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                           June 30,
                                                                             1998      December 31,
                                                                         As Restated       1997
                                                                         -----------       ----
<S>                                                                        <C>           <C>
                                     ASSETS

Current assets:
     Cash and cash equivalents ........................................    $11,514        $ 8,205
     Trade receivables, net ...........................................     17,070         11,723
     Inventory, net ...................................................     13,593         14,876
     Prepaid expenses and other current assets ........................        636            470
     Prepaid and deferred income taxes ................................      2,108          9,214
                                                                           -------        -------
        Total current assets ..........................................     44,921         44,488
     Property and equipment, net ......................................      4,773          5,540
     Goodwill and other intangible assets .............................      5,744             --
     Other assets .....................................................        634            191
                                                                           -------        -------
        Total assets ..................................................    $56,072        $50,219
                                                                           =======        =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable .................................................    $16,932        $ 6,546
     Notes payable ....................................................      5,867             --
     Accrued expenses and other current liabilities ...................      5,382          3,092
                                                                           -------        -------
         Total current liabilities ....................................    $28,181        $ 9,638
                                                                           -------        -------

Commitments and contingencies

Stockholders' equity:
     Common stock, 25,000,000 $.01 par value shares authorized,
       8,741,657 issued and outstanding at June 30, 1998,
       8,725,079 issued and outstanding at December 31, 1997 ..........         87             87
     Additional paid-in capital .......................................     25,989         25,915
     Retained earnings ................................................      1,815         14,579
                                                                           -------        -------
       Total stockholders' equity .....................................     27,891         40,581
                                                                           -------        -------
           Total liabilities and stockholders' equity .................    $56,072        $50,219
                                                                           =======        =======

</TABLE>


           See notes to condensed consolidated financial statements.


                                       -3-
<PAGE>

                               BOCA RESEARCH, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (IN THOUSANDS EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                       Three  Months                  Six Months
                                                       Ended June 30,                Ended June 30,
                                                   ---------------------         ---------------------
                                                  As Restated                   As Restated
                                                     1998         1997             1998         1997
                                                   --------     --------         --------     --------
<S>                                                <C>          <C>              <C>          <C>

Net sales .......................................  $ 13,210     $ 16,352         $ 28,826     $ 35,110
Cost of goods sold ..............................    16,239       15,518           32,006       34,181
                                                   --------     --------         --------     --------
        Gross profit (loss) .....................    (3,029)         834           (3,180)         929
                                                   --------     --------         --------     --------
Operating expenses:
        Research and development ................       656          741            1,233        1,415
        Selling, general and administrative .....     2,943        4,250            5,923        8,953
        In-process research and development .....     2,800           --            2,800           --
                                                   --------     --------         --------     --------
        Total operating expenses ................     6,399        4,991            9,956       10,368
                                                   --------     --------         --------     --------
Loss from operations ............................    (9,428)      (4,157)         (13,136)      (9,439)
Non-operating income, net .......................       168          222              372          362
                                                   --------     --------         --------     --------
Loss before income tax benefit ..................    (9,260)      (3,935)         (12,764)      (9,077)
Income tax benefit ..............................        --       (1,377)              --       (3,177)
                                                   --------     --------         --------     --------
Net loss ........................................   $(9,260)    $ (2,558)        $(12,764)    $ (5,900)
                                                   ========     ========         ========     ========
Net loss per share (Basic and Diluted) ..........  $  (1.06)    $  (0.29)        $  (1.46)    $  (0.68)
                                                   ========     ========         ========     ========
Weighted average shares outstanding .............     8,742        8,713            8,742        8,711
                                                   ========     ========         ========     ========

</TABLE>


           See notes to condensed consolidated financial statements.


                                       -4-
<PAGE>

                               BOCA RESEARCH, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       Six Months
                                                                      Ended June 30,
                                                                  ----------------------
                                                                 As Restated
                                                                    1998          1997
                                                                  --------      --------
<S>                                                               <C>           <C>

Cash provided by (used in):
Operating activities:
   Net loss ...................................................   $(12,764)     $ (5,900)
   Adjustments for non-cash charges ...........................      4,369         1,465
   Changes in assets and liabilities ..........................     16,350        10,216
                                                                  --------      --------
     Net cash provided by operating activities ................      7,955         5,781
                                                                  --------      --------

Investing activities:
   Cash paid for acquisition ..................................     (4,580)           --
   Capital expenditures .......................................       (140)         (228)
                                                                  --------      --------
     Net cash used in investing activities ....................     (4,720)         (228)
                                                                  --------      --------

Financing activities - Exercise of options ....................         74           242
                                                                  --------      --------
Net increase in cash and cash equivalents .....................      3,309         5,795
Cash and cash equivalents, beginning of period ................      8,205         7,826
                                                                  --------      --------
Cash and cash equivalents, end of period ......................   $ 11,514      $ 13,621
                                                                  ========      ========
</TABLE>


           See notes to condensed consolidated financial statements.


                                       -5-
<PAGE>

                               BOCA RESEARCH, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

BASIS OF PRESENTATION

         The condensed consolidated financial statements have been prepared by
the Company in accordance with the rules and regulations of the Securities and
Exchange Commission regarding interim financial reporting and, accordingly, they
do not include all of the information and disclosures required by generally
accepted accounting principles. In the opinion of management, the condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position of
the Company as of June 30, 1998, and the results of its operations and its cash
flows for the three and six month periods ended June 30, 1998 and 1997. These
results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's 1997 audited consolidated financial statements.

         The accompanying financial statements should be read in conjunction
with the Company's most recent audited consolidated financial statements and
notes thereto for the year ended December 31, 1997. The results of operations
for the three and six month periods ended June 30, 1998 are not necessarily
indicative of the results to be expected for the full year.

         Certain prior year amounts have been reclassified to conform to the
current presentation.

SUPPLEMENTAL CASH FLOW INFORMATION

         Cash payments (net of refunds) for income taxes were ($7,106,438) and
($1,228,982) in the six month periods ended June 30, 1998 and 1997,
respectively.

COMPREHENSIVE INCOME (LOSS)

         Comprehensive income includes all changes in equity during a period
except those resulting from investment by owners and distributions to owners.
The Company's comprehensive income (loss) equals its net loss for the three and
six months ended June 30, 1998 and 1997, and net loss is the only component of
comprehensive income (loss) for such periods.

                                       -6-
<PAGE>

                               BOCA RESEARCH, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON't)
                                   (UNAUDITED)

CURRENT ASSETS

         Accounts receivable are included in the condensed consolidated balance
sheets net of allowances and consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                            June 30,      December 31,
                                                             1998             1997
                                                            --------      ------------
         <S>                                                <C>             <C>

         Accounts receivable .............................  $21,335         $14,423
         Allowance for sales returns, allowances
           and price protection ..........................   (2,334)         (1,300)
         Allowance for doubtful accounts .................   (1,931)         (1,400)
                                                            -------         -------

                                                            $17,070         $11,723
                                                            =======         =======
</TABLE>


         Included in the accounts receivable balance is $189,545 in receivables
from PowerTelBOCA Pvt., Ltd. ("PowerTel"), a joint venture in India in which the
Company has a 20% ownership interest. Sales to MBf/Boca Asia Pacific Sdn Bhd, a
joint venture in Malaysia in which the Company has a 50% ownership interest, and
PowerTel in the three and six month periods ended June 30, 1997 were
approximately $1,328,000 and $1,809,000, respectively. Sales to these related
parties in the three and six month periods ended June 30, 1998 were
approximately $127,000 and $172,000, respectively. The Company has agreed to
payment terms of 180 days for PowerTel. MBf Boca Asia Pacific is in the process
of winding down its operations.

         Inventories included in the condensed consolidated balance sheets
consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                      June 30,      December 31,
                                                       1998            1997
                                                      --------      ------------
         <S>                                          <C>             <C>

         Raw materials ............................   $13,431         $11,075
         Work in process ..........................     3,401           4,925
         Finished goods ...........................     2,461           2,376
         Inventory reserves .......................    (5,700)         (3,500)
                                                      -------         -------
                                                      $13,593         $14,876
                                                      =======         =======
</TABLE>

                                       -7-
<PAGE>

                               BOCA RESEARCH, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON't)
                                   (UNAUDITED)

PROPERTY AND EQUIPMENT

        Property and equipment is included in the condensed consolidated balance
sheets net of accumulated depreciation of $12,199,517 at June 30, 1998 and
$10,709,231 at December 31, 1997.

LINE OF CREDIT

        The Company had an unsecured revolving line of credit with a commercial
bank which expired on July 31, 1998. The Company is seeking an asset based line
of credit, however, there can be no assurance that the Company will be able to
obtain a replacement facility. If a replacement facility is not obtained, the
Company may need to seek alternative sources of funds through equity or debt
financing and there can be no assurance that such equity or debt financing will
be available on terms acceptable to the Company, if at all.

COMMITMENTS AND CONTINGENCIES

        The Company receives communications from time to time alleging that
certain of the Company's products infringe the patent rights of other third
parties. The Company has received communications from IBM Corporation ("IBM")
alleging that certain of the Company's products infringe the patent rights of
IBM. The Company is presently investigating this claim and is not yet in a
position to fully evaluate the merits of such claim. The Company cannot predict
the outcome of this claim or any similar claim which may arise in the future, or
the effect of any such claim on the Company's operating results or financial
condition. No provision has been recorded for any loss that may result from the
ultimate resolution of this uncertainty.

        A former shareholder of the Company has filed an action in the United
States District Court for the Southern District of Florida against the Company
and Anthony F. Zalenski, its President and Chief Executive Officer. The former
shareholder claims that he relied on certain statements made directly to him by
Mr. Zalenski and certain other statements in deciding not to sell his shares of
the Company's Common Stock. The former shareholder claims that such statements
were false and misleading and give rise to claims under the Federal securities
law and Florida common law. The former shareholder is seeking damages for his
trading losses, which are alleged to be in excess of $1 million. The Company
cannot predict the outcome of this claim or the effect, if any, of such claim
on the Company's operating results or financial condition.

                                       -8-
<PAGE>

                               BOCA RESEARCH, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON't)
                                   (UNAUDITED)

        On June 2, 1998, the Company entered into a lease agreement for a 45,647
sq. ft. building located in Sunnyvale, California. The lease term is for 85
months beginning September 1, 1998 at a base rate of $73,035 per month. The base
rate will be increased for tenant improvements and the property operating
expenses. This facility will be used for research and development, sales and
marketing, technical support and administration.

STOCKHOLDERS' EQUITY

        In January 1998, 16,578 shares were issued in connection with the
exercise of options granted under the 1992 Stock Purchase Plan. Aggregate
proceeds received from these exercises were $73,979.

STOCK OPTION PLAN

        During the six month period ended June 30, 1998, the Company granted
options to purchase 459,634 shares at exercise prices ranging from $3.97 to
$5.38 to both new and existing employees.

        During the six month period ended June 30, 1998, 273,845 stock options
were canceled.

ACQUISITION

        On June 18, 1998, the Company consummated, through a wholly-owned
subsidiary, the acquisition of the modem business of Global Village
Communication, Inc. ("Global Village"), in exchange for $9,855,206 in cash and
notes. A $4,000,000 cash payment was made at closing and two additional payments
of $3,000,000 each are due Global Village on September 30, 1998 and on December
31, 1998. The notes payable relating to the two $3,000,000 payments are
non-interest bearing and interest on these notes has been imputed at the rate of
6%. The Company purchased intellectual property, including the Global Village
name, logo and trademarks, as well as the modem hardware and software products,
and the inventory, receivables and other assets of the modem business. The
Company also assumed the liabilities of the modem business, including
responsibility for product warranty, technical support, product returns, ongoing
marketing and sales programs, and certain accounts payable and accrued
liabilities. The Company also received a warrant to purchase up to 425,000
shares of Global Village common stock at an exercise price of $1.0003 per share.
Subsequent to the closing of the transaction, Global Village changes its
corporate name to OneWorld Systems, Inc.

                                       -9-
<PAGE>

                               BOCA RESEARCH, INC.
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CON't)
                                   (UNAUDITED)

        The acquisition was recorded as a purchase with the purchase price
allocated to the acquired assets, assumed liabilities and in-process research
and development as follows:

<TABLE>
        <S>                                                         <C>
         Accounts receivable, net                                   $ 8,740,743
         Inventory                                                    2,131,822
         Other current assets                                            62,000
         Property, plant and equipment                                  589,435
         Tradename/marketing intangible asset                         2,300,000
         Existing technology intangible asset                         1,500,000
         Goodwill                                                     1,425,206
         Warrants                                                       140,000
         Accounts payable                                           (7,776,000)
         Accrued expenses                                           (2,058,000)
         In-process research and development                          2,800,000
                                                                    -----------

                                                                    $ 9,855,206
                                                                    ===========
</TABLE>

         Direct acquisition costs associated with this transaction, totalling
$580,000, have also been capitalized to goodwill. Goodwill is being amortized
over a five year period. Existing technology is being amortized over a two year
period. The tradename/marketing intangible asset is being amortized over a seven
year period.

         The allocation of the purchase price is subject to adjustment as
additional information with respect to certain estimates made of the acquired
assets and assumed liabilities is determined.

                                      -10-
<PAGE>

                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (con't)
                                   (Unaudited)

Restatement of the Three and Six Month Periods ended June 30, 1998

         Subsequent to the issuance of the Company's June 30, 1998
financial statements, the Company's management revised the amount of the
purchase price which was allocated to in-process research and development in
accounting for the acquisition of the modem business of Global Village on June
18, 1998. The revised allocation is based upon methods prescribed in a letter
from the Securities and Exchange Commission ("SEC") sent to the American
Institute of Certified Public Accountants in September 1998. The letter sets
forth the SEC's views regarding the valuation methodology to be used in
allocating a portion of the purchase price to acquired in-process research and
development at the date of acquisition. As a result of the revised allocation,
the Company's financial statements for the three and six month periods ended
June 30, 1998 have been restated to reduce the amount of the acquired
in-process research and development expensed by $ 1,000,000 and to increase
goodwill by $ 1,000,000. The change had no impact on net cash flows provided by
operations. The effect of the restatement on the accompanying financial
statements is as follows:

                                      - 11 -
<PAGE>

                               BOCA RESEARCH, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (con't)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   (In thousands except for per share data)

                                                                     As Previously               As
                                                                       Reported               Restated
                                                                       --------               --------
<S>                                                                    <C>                    <C>
At June 30, 1998

         Goodwill and other intangible assets.................         $4,752                 $5,744
         Total assets.........................................         55,080                 56,072
         Retained earnings ...................................            823                  1,815
         Total stockholders' equity...........................         26,899                 27,891
         Total liabilities and stockholders' equity...........         55,080                 56,072


For the three months
ended June 30, 1998

         Selling, general and administrative..................         $2,935                 $2,943
         In-process research and development..................          3,800                  2,800
         Total operating expenses.............................          7,391                  6,399
         Loss from operations.................................        (10,420)                (9,428)
         Loss before income tax benefit.......................        (10,252)                (9,260)
         Net loss.............................................        (10,252)                (9,260)
         Net loss per share (Basic and Diluted)...............          (1.17)                 (1.06)


For the six months
ended June 30, 1998

         Selling, general and administrative..................          $5,915                 $5,923
         In-process research and development..................           3,800                  2,800
         Total operating expenses.............................          10,948                  9,956
         Loss from operations.................................         (14,128)               (13,136)
         Loss before income tax benefit.......................         (13,756)               (12,764)
         Net loss.............................................         (13,756)               (12,764)
         Net loss per share (Basic and Diluted)...............           (1.57)                 (1.46)

</TABLE>
                                     - 12 -

<PAGE>

ITEM 2.
                               BOCA RESEARCH, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The discussion and analysis below contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors set forth below and
elsewhere in this Report.

        As an aid to reviewing the Company's results of operations for the three
and six months ended June 30, 1998 and 1997, the following table sets forth the
financial information as a percent of net sales and as a percent of change when
compared to the earlier period:

<TABLE>
<CAPTION>
                                                   Three Months                        Six Months
                                                  Ended June 30,                     Ended June 30,
                                                  --------------                     --------------
                                              As Restated            Percent     As Restated             Percent
                                                  1998      1997     Change          1998     1997       Change
                                                  ----      ----     ------          ----     -----      ------
<S>                                              <C>       <C>        <C>            <C>       <C>       <C>

Net sales   .................................    100.0%    100.0%     (19.2)%        100.0%    100.0%    (17.9)%
Cost of goods sold...........................    122.9      94.9        4.6          111.0      97.4     ( 6.4)
                                                 -----     -----                     -----     -----
    Gross profit (loss)......................    (22.9)      5.1        *            (11.0)      2.6       *
                                                 -----     -----                     -----     -----
Operating expenses:
    Research and development.................      5.0       4.5      (11.5)           4.3       4.0     (12.9)
    Selling, general and administrative......     22.3      26.0      (30.8)          20.6      25.5     (33.8)
    In process research & development........     21.2       0.0        *              9.7       0.0       *
                                                 -----     -----                     -----     -----
        Total operating expenses.............     48.5      30.5      (28.2)          34.6      29.5      (4.0)
                                                  ----      ----                      ----      ----
Loss from operations.........................    (71.4)    (25.4)     126.8          (45.6)    (26.9)     39.2
Non-operating income, net....................      1.3       1.4      (24.3)           1.3       1.0       2.8
                                                 -----     -----                     -----     -----
Loss before income tax benefit..............     (70.1)    (24.0)     135.3          (44.3)    (25.9)     40.6
Income tax benefit...........................      0.0      (8.4)       *              0.0      (9.1)      *
                                                 -----     -----                     -----     -----

Net loss.....................................    (70.1)%   (15.6)%    262.0          (44.3)%   (16.8)%   116.3
                                                 =====     =====                     =====     =====

</TABLE>


* Not applicable

                                      -13-
<PAGE>

RESULTS OF OPERATIONS

         NET SALES. The Company's net sales decreased by 19.2% to $13,210,000 in
the three months ended June 30, 1998 from $16,352,000 in the three months ended
June 30, 1997. For the six months ended June 30, 1998, net sales decreased by
17.9% to $28,826,000 from $35,110,000 for the comparable period in 1997. The
sales decrease in the three and six month periods ended June 30, 1998 over the
comparable period in 1997 is shown below by product category. Included in the
data communications product category below is sales of approximately $1,434,000
of Global Village branded product. The Company acquired the assets of Global
Village as of June 18, 1998 and sales were included from June 18 to June 30,
1998.



<TABLE>
<CAPTION>
                                   THREE MONTHS              SIX MONTHS
                                   ENDED JUNE 30,           ENDED JUNE 30,
                                ------------------        -----------------
                                 1998        1997         1998         1997
                                -----        -----        ----         ----
                                               (IN MILLIONS)
<S>                             <C>          <C>          <C>          <C>

Data Communications ..........  $ 6.7        $13.4        $14.8       $28.3
Custom Manufacturing .........    4.1           --          8.9          --
Multimedia ...................     --           --           --          .8
Networking ...................    0.3          0.9          0.8         1.7
Video Graphics ...............    0.2          0.5          0.5         0.9
I/O, IDE & Multiport .........    1.2          1.5          2.5         3.0
Video Conferencing ...........    0.1           --          0.2         0.3
ISDN .........................     --          0.1           --         0.1
Internet Access Device .......     .6           --          1.1          --
                                -----        -----        -----       -----
                                $13.2        $16.4        $28.8       $35.1
                                =====        =====        =====       =====
</TABLE>


         The sales decrease in the three months and six months ended June 30,
1998 compared to the comparable periods in 1997 was primarily attributable to
decrease in sales of data communications products, however the product
categories of networking, video graphics, I/O, IDE, and Multiport also
experienced a decline in sales. The decrease in sales in these categories was
partially offset by an increase in sales in the category of custom manufacturing
and internet access devices. The Company manufactures several categories of
internet access devices which allow for Internet access via a TV, including a
product manufactured for a major electronic manufacturing customer. For the six
months ended June 30, 1998 revenue of $2,700,000 for sales of this particular
Internet access device to such customer is included in custom manufacturing. The
revenue of $2,700,000 was recorded entirely in the three months ended March 31,
1998 and the Company did not derive any revenue from this customer in the
quarter ended June 30, 1998 and does not anticipate deriving any revenues from
this customer for the balance of 1998. For the three months ended June 30, 1998
sales in the custom manufacturing category were to one customer.

         Included in the category of Internet access devices are sales of a
model of this product which was developed by the Company and sold under the Boca
Research name or

                                      -14-
<PAGE>

co-branded. The Company is placing emphasis on this category, however sales
increased only marginally from $500,000 in the three months ended March 31, 1998
to $600,000 in the three months ended June 30, 1998.

         Sales for the three months ended June 30, 1998 and the six month period
ended June 30, 1998 were adversely affected by several factors, including
pricing pressure on all modem products, excess industry-wide channel inventories
of pre-standard 56Kbps product, and the slow adoption of 56Kbps technology by
consumers who realize that the 56Kbps product does not significantly increase
Internet downloading speed capability over the 33.6Kbps product. The Company's
diversification into Internet access devices and custom manufacturing has not
met expectations and has not offset the decline in the Company's traditional
core business.

         International sales were approximately $2.0 million for the three
months ended June 30, 1998 compared to $4.2 million for the three months ended
June 30, 1997. For the six months ended June 30, 1998 international sales were
$4.8 million compared to $8.5 million for the six months ended June 30, 1997.
The decline is due to lower sales to the Company's joint ventures in Southeast
Asia and India and lower sales in Europe. The Company also showed a decline in
international sales from the first quarter ended March 31, 1998 which had sales
of $2.8 million to the $2.0 million recorded in the three months ended June 30,
1998.

         GROSS PROFIT (LOSS). Gross profit (loss) was ($3,029,000) for the three
months ended June 30, 1998 as compared to $834,000 for the three months ended
June 30, 1997 and decreased as a percentage of net sales to (22.9%) in the three
months ended June 30, 1998 from 5.1% in the three months ended June 30, 1997.
For the six months ended June 30, 1998, gross profit decreased to ($3,180,000)
from $929,000 in the six months ended June 30, 1998. Gross profit as a
percentage of net sales decreased to (11.0%) for the six months ended June 30,
1998 from 2.6% for the six months ended June 30, 1998. The gross profit
percentage for the three months ended June 30, 1998 and six months ended June
30, 1998 is being affected by several factors including low utilization of the
Company's manufacturing facilities, aggressive channel pricing to reduce channel
inventories of 33.6Kbps product and prestandard 56Kbps product, competitive
pressure in the OEM channel and the custom manufacturing product category
requiring the Company to compete with offshore manufacturers which the Company
believes have a cost advantage because of currency devaluations and better
purchasing power because of their larger volumes. Most of the above factors have
been adversely affecting the Company's gross profit percentage since January 1,
1997. In the three months ended June 30, 1998 the Company's gross profit was
also impacted by the write down of inventory and the increase in inventory
reserves charged to cost of goods sold in the amount of $3,800,000. For the six
months ended June 30, 1998 the Company recorded write downs of inventory and
increases in the inventory reserve as a charge to cost of goods sold in the
amount of $4,514,000. This was the result of excess inventories in the Company
of older technology product that has been determined to have limited sales
value. In particular the Company has seen a significant slow down in sales of
33.6Kbps product and pre-standard 56Kbps product along with significant price
erosion. This has resulted in additional price protection, rebates and other
allowances to the

                                      -15-
<PAGE>

distribution channel in order to reduce channel inventories which has a negative
impact on gross margins. The Company during a period of rapid technology change,
weak industry demand and declining Company sales will need to review the
realizable value of inventory on a on-going basis and further writedowns of
inventory may be required.

         The gross profit margins for the Company's products depend on a number
of factors, such as the degree of competition in the market for such products,
the product and channel mix (wholesale distributors and retailers versus OEM's),
component costs and manufacturing efficiencies and capacity utilization. In
addition gross profit margins on product categories differ. In particular,
custom manufacturing is typically a low profit margin business. Accordingly, the
Company's gross profit has varied substantially from quarter to quarter in the
past, and can be expected to continue to do so in the future. There will be
circumstances, which management anticipates will occur in the third quarter, in
which the Company accepts lower margin sales for purposes such as to reduce
inventories, and to utilize manufacturing capacity.

         RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased to $656,000 in the three months ended June 30, 1998 from $741,000 in
the three months ended June 30, 1997. This represents an increase in research
and development expense as a percentage of net sales to 5.0% for the three
months ended June 30, 1998 from 4.5% for the three months ended June 30, 1997.
Research and development expenses decreased to $1,233,000 for the six months
ended June 30, 1998 from $1,415,000 for the six months ended June 30, 1997. This
represents an increase in research and development expense as a percentage of
net sales to 4.3% for the six months ended June 30, 1998 from 4.0% for the six
months ended June 30, 1997. The small increase in research and development
expense as a percentage of net sales was primarily attributable to the fixed
nature of certain research and development expenses allocated over a lower sales
base.

         SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased to $2,943,000 in the three months ended June
30, 1998 from $4,250,000 in the three months ended June 30, 1997. Selling,
general and administrative expenses as a percentage of net sales decreased to
22.3% in the three months ended June 30, 1998 from 26.0% in the three months
ended June 30, 1997. Selling, general and administrative expenses decreased to
$5,923,000 in the six months ended June 30, 1998 from $8,953,000 in the six
months ended June 30, 1997. Selling, general and administrative expenses as a
percentage of net sales decreased to 20.6% in the six months ended June 30, 1998
from 25.5% in the six months ended June 30, 1997. The Company's spending for the
three months ended June 30, 1998 compared to the three months ended June 30,
1997 was $465,000 lower for sales and marketing salaries, commissions and fringe
benefits, $476,000 lower for advertising and $145,000 lower for travel and
entertainment in sales and marketing. The Company's spending for the six months
ended June 30, 1998 compared to the six months ended June 30, 1997 was $260,000
lower for consulting fees and expenses with ArgoQUEST, Inc. $600,000 lower for
salaries, commissions and fringe benefits in the sales and marketing department,
$948,000 lower for advertising, $275,00 lower for travel and entertainment in
the sales and marketing department, and $239,000 lower in

                                      -16-
<PAGE>

uncollectible accounts expense. Some of the reduced spending is a reflection
that the Company was placing less emphasis on the retail channel.

         IN-PROCESS RESEARCH AND DEVELOPMENT EXPENSES. On June 18, 1998, the
Company completed its acquisition of the modem business of Global Village in
exchange for $9,855,026 in cash and notes. The Company purchased certain of
Global Village's assets, technology, operations and assumed certain of its
liabilities. This transaction was accounted for using the purchase method of
accounting with the purchase price being partially allocated to purchased
technologies and intangible assets. $2,800,000 of the total purchase price
represented the value of in-process research and development that had not yet
reached technological feasibility and had no alternative future use and, as
such, was recorded as a non-recurring charge for in-process research and
development. The value attributed to the in-process research and development was
determined by an independent appraisal.

LIQUIDITY AND CAPITAL RESOURCES

         In the six months ended June 30, 1998, the Company's working capital
decreased by $18,110,000 from December 31, 1997. This decrease was represented
by a decrease in inventories of $1,283,000 and other current assets of
$6,940,000 and a increase in current liabilities of $18,543,000 offset by an
increase in cash of $3,309,000 and accounts receivables of $5,347,000. The
Company's operations provided cash of $7,955,000 for the six months ended June
30, 1998. In May 1998, the Company received a federal income tax refund in the
amount of $7,125,000 from the Internal Revenue Service which accounted for the
decrease in other current assets noted above.

         The Company had an unsecured revolving line of credit with a commercial
bank which expired on July 31, 1998. The Company is seeking an asset based line
of credit, however, there can be no assurance that the Company will be able to
obtain a replacement facility. If a replacement facility is not obtained, the
Company may need to seek alternative sources of funds through equity or debt
financing and there can be no assurance that such equity or debt financing will
be available on terms acceptable to the Company, if at all.

         On June 18, 1998, the Company consummated the acquisition of the modem
business of Global Village in exchange for $9,855,206 in cash and notes. A
$4,000,000 cash payment was made at closing and two additional payments of
$3,000,000 each are due Global Village on September 30, 1998 and on December 31,
1998. The notes payable relating to the two $3,000,000 payments are non-interest
bearing and interest on these notes has been imputed at the rate of 6%.

         In order for the Company to be able to make the above payments, a
replacement loan facility must be secured or the Company's operations must
improve to an extent that the cash necessary to make such payments would be
provided.

         The Company regularly evaluates acquisitions of business, technologies
or products complementary to the Company's business. In the event that the
Company effects
                                       -17
<PAGE>

one or more acquisitions, the Company's cash balances may be utilized to finance
such acquisitions and additional sources of liquidity such as debt or equity
financing may be required to finance such acquisitions or to meet working
capital needs. There can be no assurance that additional capital beyond the
amounts currently forecasted by the Company will not be required nor that any
such required capital will be available on terms acceptable to the Company, if
at all, at such time or times as required by the Company.

YEAR 2000 MATTERS.

         The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or other equipment or systems that have or rely on
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system or equipment failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.

         The Company is in the process of identifying and assessing the systems
that could be affected by the Year 2000 Issue and is developing an
implementation plan to resolve the issue. The Company expects to complete the
assessment, formalize its plan for corrective action, and estimate the potential
incremental costs required to address this issue by December 1998. The Company
presently believes that the Year 2000 issue will not pose significant
operational problems for the Company's computer systems and the software or
equipment incorporated into the Company's products. The Company also believes
that the Year 2000 issue will not have a significant impact on its financial
position or results of operations, although there can be no assurance, at least
until the Company completes the assessment process.

CERTAIN FACTORS THAT MAY AFFECT FUTURE PERFORMANCE.

         In addition to the other information contained in this Report, the
following are important factors that should be considered carefully in
evaluating the Company and its business.

         NEW PRODUCTS, TECHNOLOGICAL CHANGES AND INVENTORY MANAGEMENT. The
markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards and short product life cycles. The
Company's success depends upon its ability to enhance its existing products and
to introduce new products with features that meet changing end user
requirements. Moreover, because of short product life cycles coupled with long
lead times for many components used in the Company's products, the Company may
not be able to quickly reduce its production or inventory levels in response to
unexpected shortfalls in sales or, conversely, to increase production or
inventory levels in response to unexpected demand. There can be no assurance
that the Company will be successful in identifying new markets, in developing,
manufacturing and marketing new products, or in enhancing its existing products,
either internally or through strategic relationships with third parties. The
Company's business would be adversely affected if the

                                      -18-
<PAGE>

Company were to incur delays in developing new products or enhancing existing
products, if the Company experiences delays in obtaining any required regulatory
approvals for its products or if such new products or enhancements did not gain
market acceptance. In addition, there can be no assurance that products or
technologies developed by others will not render the Company's products or
technologies noncompetitive or obsolete. The recent introduction of competing
technologies on the 56Kbps modem and the marketing activities to promote the
advantages of such technology heightened the competitive pressures in the
industry. Each increase in speed in modem technology has had transition issues;
however, the Company believes that the transition to 56Kbps technology is
resulting in more extensive upgrade policies which may result in lower gross
margins. Moreover, price decreases have occurred earlier in the 56Kbps product
cycle than occurred with 14.4Kbps and 28.8Kbps products.

         Sales of individual products and product lines are typically
characterized by rapid declines in sales, pricing and margins toward the end of
the respective product's life cycle, the precise timing of which may be
difficult to predict. As new products are planned and introduced, the Company
attempts to monitor closely the inventory of older products and to phase out
their manufacture in a controlled manner. Nevertheless, the Company could
experience unexpected reductions in sales of older generation products as
customers anticipate the availability of new products. These reductions could
give rise to additional charges for obsolete or excess inventory, returns of
older generation products by distributors or substantial price protection
charges. To the extent that the Company is unsuccessful in managing product
transitions, its business and operating results could be materially adversely
affected.

         Because the majority of the Company's products are used in PCs and
computer networks, the Company's future operating results could be adversely
affected by changes in the PC and computer networking markets, including major
technological developments or fluctuations in the growth rate. In addition,
there is a trend in original PC system manufacturing to integrate additional
functionality onto the system board of the PC or to utilize chipsets which
incorporate additional functionality, thereby decreasing the market for PC
enhancement products. Moreover, it is a concern in the PC industry that the
penetration of PCs into the home has flattened at 40% and that PC sales growth
will slow as PCs become more of a replacement market. This could impact modem
sales to the Company's OEM customers in the future. Any decrease in the markets
for PC enhancement or networking products or reduction in the growth rates in
such markets could have a material adverse effect on the Company's operating
results.

         POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS. The Company's quarterly
operating results have varied significantly, and may continue to vary
significantly, depending on a number of factors, some of which could adversely
affect the Company's operating results and the trading price of the Company's
Common Stock. These factors include the level of demand for the Company's
products, competitive pricing pressures, the timing of orders from and shipments
to major customers, the timing of new product introductions by the Company and
its competitors, the availability and pricing of components for the Company's
products, the timing of phase-outs of the Company's

                                      -19-
<PAGE>

products, variations in the Company's product mix and component costs,
variations in the proportion of sales made to wholesale distributors, OEMs and
retailers, product returns or price protection charges from customers, the
timing of sales of the Company's products to end users by the Company's
customers, seasonal promotions by the Company, its customers and competitors,
economic conditions prevailing within the computer industry and economic
conditions generally. Quarterly sales depend on the volume and timing of orders
received during a quarter, which are difficult to forecast. Customers generally
order products on an as-needed basis, and accordingly the Company has
historically operated with a relatively small backlog. Moreover, as is typical
for companies in the PC industry, a disproportionate percentage of the Company's
net sales in any quarter are typically generated in the last month of a quarter.
As a result, a shortfall in net sales in any quarter as compared to expectations
may not be identifiable until the end of the quarter. In addition, from time to
time, a significant portion of the Company's sales are derived from a limited
number of customers, the loss of one or more of which could adversely impact
operating results. There can be no assurance that the Company will be able to
return to its growth in sales or to profitability on a quarterly or annual
basis. The Company's expense levels are based, in part, on its expectations as
to future sales. If sales levels are below expectations, operating results may
be adversely affected, which would likely have an adverse effect on the trading
price of the Company's Common Stock.

         DEPENDENCE ON CUSTOM MANUFACTURING SALES. In the third quarter of 1997,
the Company began manufacturing products on a contract basis for other
companies. Custom manufacturing sales accounted for approximately 12% of the
Company's net sales for the year ended December 31, 1997 and increased to 31% of
sales for the six months ended June 30, 1998. The Company has only recently
begun custom manufacturing and, accordingly, the Company has limited experience
in the management and operation of custom manufacturing services. Moreover, the
contract manufacturing industry is highly fragmented and intensely competitive.
In addition, the level and timing of orders placed by the Company's contract
manufacturing customers vary due to customer attempts to manage inventory,
changes in the customer's manufacturing strategy and variation in demand for the
demand's product. For all of these reasons, there can be no assurance that the
Company will be successful in developing its custom manufacturing services. The
inability of the Company to expand its custom manufacturing services could
adversely affect the Company's business, results of operations or financial
condition. As of June 30, 1998 the Company has only one custom manufacturing
customer. Sales to this customer will most likely be less in the third quarter
of 1998 than they were in the second quarter of 1998.

         ACQUISITIONS. The Company may from time to time pursue the acquisition
of other companies, assets, technologies or product lines that would complement
or expand its existing business, such as the acquisition of the Global Village
modem business. Certain of these acquisitions may involve businesses in which
the Company lacks experience. Acquisitions involve a number of risks that could
adversely affect the Company's operating results, including the diversion of
management's attention, the assimilation of the operations, products and
personnel of the acquired companies, the amortization of acquired intangible
assets and the potential loss of key employees of the acquired companies. There
can be no assurance that the Company will be able to identify businesses that
would
                                      -20-
<PAGE>

complement or expand its existing business or complete such acquisitions, manage
one or more acquisitions successfully, or that the Company will be able to
integrate the operations, products or personnel gained through such acquisition
without a material adverse impact on the Company's business, financial condition
and results of operations, particularly in the quarters immediately following
such acquisitions.

         INTERNATIONAL OPERATIONS. The Company's international sales are subject
to the risks inherent in international sales, including various regulatory
requirements (including the need to obtain certification for the Company's data
communications products), political and economic changes and disruptions,
tariffs or other barriers, difficulties in staffing and managing foreign
operations, and potentially adverse tax consequences. In addition, fluctuations
in exchange rates may render the Company's products less competitive relative to
local product offerings or expose the Company to foreign currency exchange
losses. The strength of the U.S. dollar in early 1997 did have a negative impact
for 1997 which continued for the six months ended June 30, 1998. One or more of
these factors may have a material adverse effect on the Company's future
international sales and, consequently, on the Company's operating results.

         DEPENDENCE ON SUPPLIERS. The major components of the Company's products
include circuit boards, microprocessors, chipsets and memory components. Most of
the components used in the Company's products are available from multiple
sources. However, certain components used in the Company's products are
currently obtained from single sources. Certain chipsets used in the Company's
data communications products in the past have been in short supply and are
frequently on allocation by semiconductor manufacturers. Similar to others in
the computer industry, the Company has, from time to time, experienced
difficulty in obtaining certain components. The Company has no guaranteed supply
arrangements with any of its suppliers and there can be no assurance that these
suppliers will continue to meet the Company's requirements. Shortages of
components not only limit the Company's production capacity but also could
result in higher costs due to the higher costs of components in short supply or
the need to utilize higher cost substitute components. An extended interruption
in the supply of any of these components or a reduction in their quality or
reliability would have a material adverse effect on the Company's operating
results. While the Company believes that with respect to its single source
components it could obtain similar components from other sources, it could be
required to alter product designs to use alternative components. There can be no
assurance that severe shortages of components will not occur in the future which
could increase the cost or delay the shipment of the Company's products and have
a material adverse effect on the Company's operating results. Significant
increases in the prices of these components could also have a material adverse
effect on the Company's operating results since the Company may not be able to
adjust product pricing to reflect the increases in component costs. Moreover, a
number of components for the Company's products are obtained from foreign
suppliers. Increases in tariffs on such components or fluctuations in exchange
rates could result in increases in the prices paid by the Company for these
components, which could impact the Company's ability to compete with foreign
manufacturers and have a material adverse effect on the Company's operating
results.

                                      -21-
<PAGE>

         SALES CHANNEL RISKS. The Company sells its products to OEMs, national,
regional and international wholesale distributors and retailers and catalog
companies. Sales to OEMs accounted for approximately 45% of net sales in the
year 1997 and 62% of net sales for the six months ended June 30, 1998. OEMs have
significantly different requirements, and in most cases, more stringent
purchasing procedures and quality standards than wholesale distributors and
other resellers. There can be no assurance that the Company will be successful
in developing products for, and delivering products to, the OEM market, or that
it will be successful in establishing and maintaining an effective distribution
and customer support system for OEMs. The Company's business could be adversely
affected if it is unsuccessful in developing, manufacturing and marketing
product pricing which could have a material adverse effect on the Company's
operating results. In 1996, the Company's three largest OEM customers accounted
for approximately 42% of the Company's net sales; and in 1997, sales to these
customers were approximately 4%. The Company did not recognize any sales to
these OEM customers in the six months ending June 30, 1998. A decline in sales
to large customers or a delay or default in payment by one or more of such
customers could have a material adverse effect on the Company's results of
operations or financial condition.

         The Company's three largest wholesale distributors accounted for
approximately 18% of the Company's net sales in 1997 and 24% of net sales for
the six months ended June 30, 1998. The PC distribution industry has been
characterized by rapid change, including consolidations and financial
difficulties of wholesale distributors and the emergence of alternative
distribution channels. The Company is dependent upon the continued viability and
financial stability of its wholesale distributors. The loss or ineffectiveness
of any of the Company's three largest wholesale distributors or a number of its
smaller wholesale distributors could have a material adverse effect on the
Company's operating results. In addition, an increasing number of vendors are
competing for access to wholesale distributors which could adversely affect the
Company's ability to maintain its existing relationships with its wholesale
distributors or could negatively impact sales to such distributors. The
Company's sales to wholesale distributors declined in absolute dollars from 1995
to 1996 and from 1996 to 1997.

         During the second half of 1996 and the first half of 1997, the Company
focused on entering the retail channel. However due to the high cost of channel
entry as well as the sales promotions, advertising, and marketing expenses
required to maintain a direct relationship, the Company is limiting its number
of retail customers and may address this channel through wholesale distribution.
Sales to the retail channel in the six months ended June 30, 1998 were 5% of net
sales.

         COMPETITION. The markets for the Company's products are intensely
competitive resulting in constant pricing pressures. Some of the Company's
competitors have significantly greater financial, technical, product
development, manufacturing or marketing resources than the Company. The Company
believes that its ability to compete depends on a number of factors, including
price, product quality and reliability, product availability, credit terms, name
recognition, delivery time, and post-sale service and support. There can be no
assurance that the Company will be able to continue to compete successfully with

                                      -22-
<PAGE>

respect to these factors. A variety of companies currently offer products that
compete directly with the Company's products. These competitors could take
pricing action that could result in price reductions in the Company's products
or that could have a material adverse effect on the Company's operating results.
In addition, as the Company enters into new product markets, such as Internet TV
appliances, cable modems and video conferencing, the Company anticipates that it
will encounter competition from a number of well-established companies, many of
which have greater financial, technical, product development, manufacturing or
marketing resources and experience.

         PROPRIETARY RIGHTS; DEPENDENCE ON SOFTWARE LICENSES. The Company
receives from time to time, and may receive in the future, communications from
third parties asserting intellectual property rights relating to the Company's
products and technologies. There can be no assurance that in the future the
Company will be able to obtain licenses of any intellectual property rights
owned by third parties with respect to the Company's products or that any such
licenses can be obtained on terms favorable to the Company. If the Company is
unable to obtain licenses of protected technology, it could be prohibited from
manufacturing and marketing products incorporating that technology. The Company
could also incur substantial costs in redesigning its products or in defending
any legal action taken against it. Should the Company be found to infringe the
proprietary rights of others, the Company could be required to pay damages to
the infringed party which could have a material adverse effect on the Company's
operating results.

         In certain of its products, the Company includes software licensed from
third parties. The Company's operating results could be adversely affected by a
number of factors relating to this third party software, including lack of
market acceptance, failure by the licensors to promote or support the software,
delays in shipment of the Company's products as a result of delays in the
introduction of licensed software or errors in the licensed software, or excess
customer support costs or product returns experienced by the Company due to
errors in the licensed software. Moreover, any impairment or termination of the
Company's relationship with any licensors of third party software could have a
material adverse effect on the Company's operating results.

         RELIANCE ON CENTRALIZED MANUFACTURING. All of the Company's
manufacturing occurs at its leased headquarters facility in Boca Raton, Florida.
The Company's manufacturing operations utilize certain equipment which, if
damaged or otherwise rendered inoperable, would result in the disruption of the
Company's manufacturing operations. Although the Company maintains business
interruption insurance which the Company believes is adequate, any extended
interruption of the operations at this facility would have a material adverse
effect on the Company's operating results.

         PRODUCT RETURNS, PRICE PROTECTION AND WARRANTY CLAIMS. Like other
manufacturers of computer products, the Company is exposed to the risk of
product returns from wholesale distributors and retailers, either through
contractual stock rotation privileges or as a result of the Company's interest
in assisting customers in balancing inventories. Although the Company attempts
to monitor and manage the volume of sales to wholesale distributors

                                      -23-
<PAGE>

and retailers, large shipments in anticipation of sales by wholesale
distributors and retailers can lead to substantial overstocking by the Company's
wholesale distributors and retailers and to higher than normal returns.
Moreover, the risk of product returns may increase if demand for the Company's
products declines. When the Company reduces its prices, the Company credits its
wholesale distributors and retailers for the difference between the purchase
price of products remaining in their inventory and the Company's reduced price
for such products on terms negotiated with the Company, the result of which
could have a material adverse effect on the Company's operating results. The
Company's limited five-year warranty permits customers to return any product for
repair or replacement if the product does not perform as warranted. The Company
to date has not encountered material warranty claims or liabilities. The Company
seeks to continually introduce new and enhanced products, which could result in
higher product returns and warranty claims due to the risks inherent in the
introduction of such products. The Company has established reserves for product
returns, price protection and warranty claims which management believes are
adequate. There can be no assurance that product returns, price protection and
warranty claims will not have a material adverse effect on future operating
results.

         VOLATILITY OF STOCK PRICE. The price of the Company's Common Stock
historically has been volatile due to fluctuations in operating results and
other factors relating to the Company's operations, the market's changing
expectations for the Company's growth, overall equity market conditions relating
to the market for technology stocks generally and other factors unrelated to the
Company's operations, including announcements by or relating to the Company's
competitors. Such fluctuations are expected to continue. In addition, stock
markets have experienced more price volatility in recent years. This volatility
has had a substantial effect on the market prices of securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies.

                                      -24-
<PAGE>

PART II.

                               BOCA RESEARCH, INC.
                                OTHER INFORMATION


Items 1-3.

         Not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders

         At the Annual Meeting of Stockholders of the Company held on May 18,
1998, (i) the Company's nominees for directors to serve until the 1999 Annual
Meeting of Stockholders were elected and (ii) the stockholders approved an
amendment to the Company's 1996 Non- Employee Director Stock Option Plan to
provide for the automatic grant of options to purchase 10,000 shares of Common
Stock to each non-employee director on the date he is intially elected to the
Board and on each date thereafter on which he is reelected, and for the
automatic grant of options to purchase an additional 5,000 shares of Common
Stock to the Chairman of the Board on the date of his election and reelection as
Chairman.

With respect to the election of the Directors, the voting was as follows:

<TABLE>
<CAPTION>

        NOMINEE                                FOR                   AGAINST
<S>                                          <C>                     <C>

Blaine Davis                                 7,645,128               126,716
Joseph M. O'Donnell                          7,643,388               128,456
Robert W. Ferguson                           7,644,206               127,638
Arthur Wyatt                                 7,645,128               126,716
Patrick J. Keenan                            7,543,991               227,853
Anthony F. Zalenski                          7,645,102               126,742

</TABLE>

With respect to the approval of the amendment to the 1996 Non-Employee Director
Stock Option Plan, the voting was as follows:

   FOR               AGAINST               ABSTAIN                   NON-VOTE

7,334,619            275,715               37,581                     125,929


Item 5.  Other information

         None.

                                      -25-
<PAGE>

Item 6.    Exhibits and Reports on Form 8-K

     (a)   Exhibits:

           11 Calculation of shares used in determining earnings per share.

     (b)   Reports on Form 8-K

           On April 9, 1998, the Company filed a Current Report on Form 8-K to
     report that the Company had entered into a definitive agreement with
     respect to the acquisition of the Global Village modem business.

                                      -26-
<PAGE>

                               BOCA RESEARCH, INC.

                                   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 of the
undersigned thereunto duly authorized.



Dated: March 24, 1999                     /S/ Anthony F. Zalenski
                                          -------------------------------------
                                          Anthony F. Zalenski
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)



Dated: March 24, 1999                     /S/ Navrose S. Mehta
                                          -------------------------------------
                                          Navrose S. Mehta
                                          Executive Vice President and
                                          General Manager
                                          (Principal Financial and
                                          Accounting Officer)


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<PAGE>

                               BOCA RESEARCH, INC.

                                INDEX TO EXHIBITS


                                                                        Page
                                                                        ----

Exhibit 11    Calculation of shares used in determining
              earnings per share                                         29


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