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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                   FORM 10-Q/A
                                 Amendment No. 1

                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2000

                         Commission File Number: 0-21683

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                                 GRAPHON CORPORATION
               (Exact name of Registrant as specified in its charter)

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              Delaware                                 13-3899021
   (State or other jurisdiction of                    (IRS Employer
   incorporation or organization)                  Identification No.)

                               400 Cochrane Circle

                            Morgan Hill, California 95037
                      (Address of principal executive offices)

                    Registrant's telephone number: (408) 201-7100

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      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 [_]

      As of November 6, 2000 there were issued and outstanding 14,734,234 shares
of the Registrant's Common Stock, par value $0.0001.

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                           PART II--OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

   Exhibit 27.1 - Financial Data Schedule.

(b)   Reports of Form 8-K.

   We filed no reports on Form 8-K for the three-month period ended September
30, 2000.
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                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                          GraphOn Corporation
                                          (Registrant)

Date: November 22, 2000                       /s/ Walter Keller
                                   By: _________________________________
                                                  Walter Keller,
                                   Chief Executive Officer and President
                                           (Principal Executive Officer)

Date: November 22, 2000                       /s/ William Swain
                                   By: _________________________________
                                                  William Swain,
                                              Chief Financial Officer
                                          (Principal Financial Officer and
                                           Principal Accounting Officer)