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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

                                   (Mark One)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                       OR

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

             For the transition period from __________ to __________

                        COMMISSION FILE NUMBER 000-19462

                                 ARTISOFT, INC.

             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                    86-0446453
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

               5 CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS 02142
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (617) 354-0600

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.

                                                           SHARES OUTSTANDING
    TITLE OF CLASS OF COMMON STOCK                       AS OF NOVEMBER 13, 2002
    ------------------------------                       -----------------------
COMMON STOCK, $.01 PAR VALUE PER SHARE                         2,958,485

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<PAGE>
                           FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes 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 that are subject to a number of risks and
uncertainties. All statements, other than statements of historical fact,
included in this Quarterly Report on Form 10-Q, including statements regarding
our strategy, future operations, financial position, estimated revenues,
projected costs, prospects, plans and objectives of management, are
forward-looking statements. When used in this Quarterly Report on Form 10-Q, the
words "will", "believe", "anticipate", "intend", "estimate", "expect", "project"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. We
cannot guarantee future results, levels of activity, performance or
achievements, and you should not place undue reliance on our forward-looking
statements. Our forward-looking statements do not reflect the potential impact
of any future acquisitions, mergers, dispositions, joint ventures or strategic
alliances. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of various factors, including the
risks described in "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Risk Factors" and elsewhere in this Quarterly Report
on Form 10-Q. The forward-looking statements provided by Artisoft in this
Quarterly Report on Form 10-Q represent Artisoft's estimates as of November 14,
2002, the date this report was originally filed with the SEC. Forward-looking
statements contained herein do not reflect events transpiring subsequent to
November 14, 2002, notwithstanding the filing date of any amendment to this
Quarterly Report on Form 10-Q. We anticipate that subsequent events and
developments will cause our estimates to change. However, while we may elect to
update our forward-looking statements in the future, we specifically disclaim
any obligation to do so. Our forward-looking statements should not be relied
upon as representing our estimates as of any date subsequent to the date this
report is filed with the SEC.

                                EXPLANATORY NOTE

       The purpose of this Form 10-Q/A is to amend the Form 10-Q filed on
November 14, 2002 to:

     (1) Restate financial statements for the cost of equity issued in
connection with our Toshiba America Information Systems, Inc. OEM and Reseller
agreement.

     In January 2000 Artisoft entered into an OEM and Reseller Agreement with
Toshiba. Also in January, 2000 Artisoft entered into an agreement with Toshiba
under which Toshiba acquired 16,666 shares of Artisoft common stock at a price
of $41.964 per share and was issued warrants for an additional 8,333 shares of
Artisoft common stock at an exercise price of $41.964 per share. The fair market
value of the Artisoft common stock on the date of execution of the definitive
agreement was $129 per share. The difference between the issuance price and fair
market value of the Artisoft common stock, and the fair value of the warrants
(which were valued based upon the Black-Scholes Options Pricing Model) was
charged to selling expense in the quarter ended March 31, 2000. The difference
between issuance price and the market cost of the warrants was $2.3 million,
which was charged to selling expense.

     In May 2003, in response to comments Artisoft received from the SEC on its
accounting for this $2.3 million expense, Artisoft determined that the $2.3
million expense should be reflected as a reduction in revenue during the term of
the agreement, rather than a selling expense recognized at the time of the
signing of the definitive agreement. This cost of equity is being amortized as a
reduction of product revenues in proportion to revenue recognized relating to
the OEM and Reseller Agreement. The unamortized portion of this amount is
reported as deferred Toshiba equity costs in the shareholders equity section of
the consolidated balance sheets. Artisoft's consolidated financial statements
and related disclosures set forth in this Form 10-Q/A have been restated to
reflect this determination.

     On May 8, 2003, Artisoft announced its preliminary financial results for
the third quarter of fiscal 2003. Those preliminary results were subject to the
final preparation and review of financial statements for the third quarter of
fiscal 2003 and an analysis of the financial restatements also announced on May
8, 2003. The preliminary results announced on May 8, 2003 reflected an
amortization of the cost of equity under Artisoft's agreement with Toshiba as a
reduction of product revenues at a rate of approximately $191,000 per quarter
over the term of the Toshiba OEM and Reseller agreement. After further analysis
in connection with preparing final financial statements for the third quarter of
fiscal 2003, Artisoft determined that the more appropriate treatment is to
amortize the cost of equity as a reduction of product revenues in proportion to
revenues recognized relating to the Toshiba OEM and Reseller agreement. It is
this treatment that is reflected in the financial statements reported in this
report. Under this treatment, as of March 31, 2003, approximately $1.364 million
of the cost of equity remains unamortized and will be applied as a reduction of
future product revenues under the Toshiba OEM and Reseller agreement during the
term of that agreement.

     (2) Restate financial statements to reflect all revenues related to our
Toshiba agreement as product revenues and record Toshiba revenue when Toshiba
has sold the products to its customers.

In May 2003, also in response to comments Artisoft received from the SEC,
Artisoft determined that revenue it had previously recognized as services
revenue in 2000 and 2001 on the basis of specific product development
deliverables within its OEM and Reseller Agreement with Toshiba should be
recognized as product revenue. Accordingly, Artisoft's consolidated financial

                                       2
<PAGE>
statements and related disclosures set forth in this Form 10-Q/A have been
restated to reflect all revenue recognized under the agreement as product
revenues. Related costs of service revenue have been reclassified as product
development expense.

     In further response to the SEC comments received by Artisoft, Artisoft
determined that Toshiba product sales should have been recognized as revenue
with Toshiba's shipment of products to its customers (upon"sell-through" ). The
Company had recorded service revenue based on the minimum purchase commitments
from inception through fiscal 2001. Product revenue commencing on July 1, 2001
through March 31, 2002 was based on product shipments to Toshiba (upon"sell-in")
and product revenue commencing on April 1, 2002 was recognized upon Toshiba's
sell-through. For further discussion of the conversion to recognizing Toshiba
related revenue upon Toshiba's sell-through, please see the discussion in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

     (3) Revise certain other disclosures in response to SEC comments.

     This Form 10-Q/A contains revisions to certain other disclosures Artisoft
determined to include herein in response to comments Artisoft received from the
SEC.

     We have amended and restated in its entirety each Item of our Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2002 that has
been affected by the restatements and revisions referenced above. This Amendment
No. 1 to Quarterly Report on Form 10-Q does not reflect events occurring after
the November 14, 2002 filing of our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2002 (except with respect to the reverse stock split
as described below) or modify or update the disclosures set forth in that
Quarterly Report on Form 10-Q in any way, except as required to reflect the
effects of the restatements and revisions referenced above.

     On April 22, 2003 the company completed a reverse stock split of our common
stock at a ratio of one-for-six. We have reflected the reverse stock split to
the share and per share numbers in this amendment No. 1 on Form 10-Q/A to our
Quarterly Report for the fiscal quarter ended September 30, 2002.

     The Items of our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2002 which are amended and restated herein are:

     o    Items 1 and 2 of Part I; and
     o    Item 6 of Part II.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

                         ARTISOFT, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                         September 30,     June 30,
                                                                             2002            2002
                                                                         ------------    ------------
                                                                          (RESTATED)      (RESTATED)
<S>                                                                      <C>             <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                              $      6,749    $      6,020
  Receivables:
    Trade accounts, net of allowances of $275 and $258
      at September 2002 and June 2002, respectively                               705             858
    Other receivables                                                               1              --
  Inventories                                                                       2              14
  Prepaid expenses                                                                169             274
                                                                         ------------    ------------
          Total current assets                                                  7,626           7,166
                                                                         ------------    ------------

Property and equipment                                                          3,510           3,480
  Less accumulated depreciation and amortization                               (2,842)         (2,682)
                                                                         ------------    ------------
          Net property and equipment                                              668             798
                                                                         ------------    ------------
Other assets                                                                      203             257
                                                                         ------------    ------------
                                                                         $      8,497    $      8,221
                                                                         ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

  Accounts payable                                                       $        362    $        376
  Accrued liabilities                                                           2,313           1,569
  Deferred revenue                                                              1,559           1,723
  Customer Deposits                                                               201              --
                                                                         ------------    ------------
          Total current liabilities                                             4,435           3,668
                                                                         ------------    ------------

Commitments and contingencies                                                      --              --
Shareholders' equity:
  Preferred stock, $1.00 par value. Authorized 11,433,600 shares;
    Series A preferred stock, $1.00 par value. Authorized 50,000
      Series A shares; no series A shares issued at September 30, 2002
      and June 30, 2002                                                            --              --
    Series B preferred stock, $1.00 par value. Authorized 2,800,000
      Series B shares; issued 2,800,000 series B shares at
      September 30, 2002 and June 30, 2002 (aggregate liquidation
      value $7 million)                                                         2,800           2,800
  Common stock, $.01 par value. Authorized 50,000,000 shares;
    issued 5,178,568 common shares at September 30, 2002
    and 4,861,102 at June 30, 2002                                                 52              48
  Additional paid-in capital                                                  108,554         106,704
  Accumulated deficit                                                         (36,114)        (33,697)
  Deferred Toshiba equity cost                                                 (1,446)         (1,518)
  Less treasury stock, at cost, 2,220,083 shares at September 30,
    2002 and June 30, 2002                                                    (69,784)        (69,784)
                                                                         ------------    ------------
          Net shareholders' equity                                              4,062           4,553
                                                                         ------------    ------------
                                                                         $      8,497    $      8,221
                                                                         ============    ============
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements, especially Note 2, "Restatement" of the Notes to
Consolidated Financial Statements as set forth in this amended Quarterly Report

                                       4
<PAGE>
                         ARTISOFT, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       September 30
                                                                 ------------------------
                                                                    2002          2001
                                                                 ----------    ----------
                                                                 (RESTATED)    (RESTATED)
<S>                                                              <C>           <C>
Net revenue:
  Product                                                        $    1,442    $    1,369
  Services                                                               --            20
                                                                 ----------    ----------
      Total net revenue                                               1,442         1,389

Cost of sales:
  Product                                                                36           221
  Services                                                               --            12
                                                                 ----------    ----------
      Total cost of sales                                                36           233

Gross profit:
  Product                                                             1,406         1,148
  Services                                                               --             8
                                                                 ----------    ----------
      Total gross profit                                              1,406         1,156

Operating expenses:
  Sales and marketing                                                 1,392         1,570
  Product development                                                   800         1,141
  General and administrative                                          1,653         1,244
                                                                 ----------    ----------
      Total operating expenses                                        3,845         3,955
                                                                 ----------    ----------

Loss from operations                                                 (2,439)       (2,799)

Other income, net                                                        22            58
                                                                 ----------    ----------

      Net loss                                                       (2,417)       (2,741)
                                                                 ----------    ----------

Dividend to series B preferred shareholders                          (2,006)       (2,379)

Loss applicable to common shareholders                           $   (4,423)   $   (5,120)
                                                                 ==========    ==========

Net loss applicable to common shareholders---basic and diluted   $    (1.67)   $    (1.95)
                                                                 ==========    ==========

Weighted average common shares outstanding---basic and diluted        2,655         2,621
                                                                 ----------    ----------
</TABLE>

The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements, especially Note 2, "Restatement" of the Notes
to Consolidated Financial Statements as set forth in this amended Quarterly
Report.

                                       5
<PAGE>
                         ARTISOFT, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,
                                                               ------------------------
                                                                  2002         2001
                                                               ----------    ----------
                                                               (RESTATED)    (RESTATED)
<S>                                                            <C>           <C>
Cash flows from operating activities:
Net loss                                                       $   (2,417)   $   (2,741)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Depreciation and amortization                                     173           204
    Amortization of Deferred Toshiba equity costs                      72            44
    Non-cash changes in accounts receivable,
      rotation and inventory allowances:
        Additions                                                      15            --
        Reductions                                                     (5)           --
    Changes in assets and liabilities:
        Receivables
          Trade accounts                                              143           259
          Other receivables                                            (1)           19
        Inventories                                                    12           179
        Prepaid expenses                                              105           258
        Accounts payable                                              (14)         (417)
        Accrued liabilities                                           744           344
        Deferred revenue                                             (164)           11
        Customer Deposits                                             201            --
          Other assets                                                 41           (54)
                                                               ----------    ----------
               Net cash used in operating activities               (1,095)       (1,894)
                                                               ----------    ----------
Cash flows from investing activities:
  Purchases of property and equipment                                 (30)           (2)
                                                               ----------    ----------

               Net cash used in investing activities                  (30)           (2)
                                                               ----------    ----------
Cash flows from financing activities:
  Proceeds from issuance of preferred stock, net of expenses           --         3,680
  Proceeds from issuance of common stock, net of expenses           1,854            21
                                                               ----------    ----------

               Net cash provided by financing activities            1,854         3,701
                                                               ----------    ----------

Net increase  in cash and cash equivalents                            729         1,805
Cash and cash equivalents at beginning of period                    6,020         5,801
                                                               ----------    ----------
Cash and cash equivalents at end of period                          6,749         7,606
                                                               ==========    ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Non cash dividend to series B preferred shareholders                2,006         2,379
                                                               ==========    ==========
</TABLE>

The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements, especially Note 2, "Restatement" of the Notes
to Consolidated Financial Statements as set forth in this amended Quarterly
Report

                                       6
<PAGE>
                         ARTISOFT, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        (IN THOUSANDS, EXCEPT PERCENTAGES, SHARES AND PER SHARE AMOUNTS)

(1) BASIS OF PRESENTATION

Artisoft, Inc., ("Artisoft", the "Company" or the "Registrant") develops,
markets and sells computer telephony software application products and
associated services.

The Company's principal executive offices are located at 5 Cambridge Center,
Cambridge, Massachusetts 02142. The telephone number at that address is (617)
354-0600. The Company was incorporated in November 1982 and reincorporated by
merger in Delaware in July 1991.

The condensed consolidated financial statements include the accounts of
Artisoft, Inc., and its three wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company in accordance with accounting principles generally
accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). In the
opinion of management, the accompanying financial statements include all
adjustments (of a normal recurring nature), which are necessary for a fair
presentation of the financial results for the interim periods presented. Certain
information and footnote disclosures normally included in financial statements
have been condensed or omitted pursuant to such rules and regulations. Although
the Company believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these financial statements be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K/A for the fiscal
year ended June 30, 2002, on file with the SEC. The results of operations for
the three months ended September 30, 2002 are not necessarily indicative of the
results to be expected for the full year or any other future periods.

(2) RESTATEMENT

In January 2000, Artisoft entered into an OEM and Reseller Agreement with
Toshiba. Also in January 2000, Artisoft entered into an agreement with Toshiba
under which Toshiba acquired 16,666 shares of Artisoft common stock at a price
of $41.964 per share and was issued warrants for an additional 8,333 shares of
Artisoft common stock at an exercise price of $41.964 per share. The fair market
value of the Artisoft common stock on the date of execution of the definitive
agreement was $129 per share. The difference between the issuance price and fair
market value of the Artisoft common stock, and the fair value of the warrants
(which were valued based upon the Black-Scholes Options Pricing Model) amounted
to $2.3 million and was charged to selling expense in the quarter ended March
31, 2000.

In May 2003, Artisoft determined that the $2.3 million charge should be deferred
within equity as "Deferred Toshiba Equity Costs" with an offsetting increase to
additional paid-in capital and should be reflected as a reduction in revenue in
proportion to revenue recognized relating to the OEM and reseller agreement,
rather than a selling expense recognized at the time of the signing of the
definitive agreement.. Artisoft's consolidated financial statements and related
disclosures have been restated to reflect this determination.

In May 2003, Artisoft also determined that revenue it had previously recognized
as services revenue in 2000 and 2001 on the basis of specific product
development deliverables within its OEM and Reseller Agreement with Toshiba
should be recognized as product revenue. Accordingly, Artisoft's consolidated
financial statements and related disclosures have been restated to reflect all
revenue recognized under the agreement as product revenues. Related costs of
service revenue have been reclassified as product development expense.

Artisoft further determined in May 2003 that product sales to Toshiba should
have been recognized as revenue when Toshiba shipped the products to its
customers (upon "sell-through"). The Company had recorded service revenue based
on the minimum purchase commitments from inception through fiscal 2001 Product
revenue commencing on July 1, 2001and through March 31, 2002 was based on
product shipments to Toshiba (upon "sell-in") and product revenue commencing on
April 1, 2002 was based upon sell-through.

The principal adjustments to restate the financial statements for the fiscal
years ended June 30, 2000, June 30, 2001 and June 30, 2002 and for the quarter
ended September 30, 2002 and September 30, 2001 are as follows:

EQUITY TRANSACTIONS

In January 2000, Artisoft entered into an agreement with Toshiba under which
Toshiba acquired 16,666 shares of Artisoft common stock at a price of $41.964
per share and was issued warrants for an additional 8,333 shares of Artisoft
common stock at an exercise price of $41.964 per share. The fair market value of
the Artisoft common stock on the date of execution of the definitive agreement

                                       7
<PAGE>
was $129 per share. The difference between the issuance price and fair market
value of the Artisoft common stock, and the fair value of the warrants (which
were valued based upon the Black-Scholes Options Pricing Model) amounted to $2.3
million. This cost of equity is being amortized as a reduction of product
revenues in proportion to revenue recognized relating to the OEM and Reseller
Agreement entered into by the two companies at the same time as the equity
investment agreement. The unamortized portion of this amount is reported as
deferred Toshiba equity costs in the shareholders' equity section of the
consolidated balance sheets.

SERVICES REVENUE

In May 2003, in response to comments Artisoft received from the SEC, Artisoft
determined that revenue it had previously recognized as services revenue in 2000
and 2001 on the basis of specific product development deliverables within its
OEM and Reseller Agreement with Toshiba should be recognized as product revenue.
Accordingly, Artisoft's consolidated financial statements and related
disclosures set forth in this Form 10-Q/A have been restated to reflect all
revenue recognized under the agreement as product revenues. $411 thousand of
services revenue in 2000 and $1.590 million of services revenue in 2001 were
reversed and recognized as product revenue, as discussed below. Related costs of
service revenue have also been reclassified as product development expense, $408
thousand, $1.01 million of services costs of sale were reclassified in 2000 and
2001 respectively.

TOSHIBA REVENUE RECOGNITION

In further response to the SEC comments received by Artisoft, Artisoft
determined that Toshiba product sales should have been recognized as revenue
when Toshiba shipped products to its customers ("sell-through"). The Company had
recorded service revenue based on the minimum purchase commitments from
inception through fiscal 2001, product revenue commencing on July 1, 2001
through March 31, 2002 based on product shipments to Toshiba and product revenue
commencing on April 1, 2002 based on sell-through. Accordingly, $411 thousand of
revenue in 2000, $1.59 million of revenue in 2001 and $1.03 million of revenue
in 2002 based on sales to Toshiba were reversed. The Toshiba sell-through
revenue net of related equity costs recognized in its place was $81 thousand in
2000, $386 thousand in 2001 and $448 thousand in 2002, as well as $85 thousand
in first quarter fiscal 2003. In addition, stock rotation reserves of $800
thousand in 2002 was reversed as a consequence of the restatement of prior
period sales to Toshiba revenues.

PRODUCT DEVELOPMENT COSTS

Product Development costs that were associated with the specific deliverables of
the Toshiba OEM and Reseller Agreement had been recognized as Cost of Sales -
Services. Since all services revenue related to the Toshiba agreement is being
reversed, the product development costs associated with that revenue are being
reclassed as operating expenses. The expenses were $408 thousand in 2000 and
$1.01 million in 2001.

BALANCE SHEET

The Balance Sheet impact of the changes discussed above include a reduction of
accounts receivable of $512 thousand and $341 thousand at September 2002 and
June 30, 2002 respectively, an increase in deferred revenue of $1.142 million,
$1.145 million and $629 thousand at June 30, 2001, June 30, 2002 and September
30, 2002 respectively and, a decrease in the reserve for stock rotations of $940
thousand and $954 thousand at June 30, 2002 and September 30, 2002, an increase
in Customer Deposits of $201 thousand and an increase in deferred Toshiba equity
cost of $1.518 million and $1.446 million June 30, 2002 and September 30, 2002,
respectively.

The following tables outline the effect of these adjustments on the fiscal years
ended June 30, 2001 and June 30, 2002 and the quarter ended September 30, 2002:

<TABLE>
<CAPTION>
                                                       CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                                             QUARTER ENDED SEPTEMBER 30, 2002
                                                             --------------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                      (In thousands)
<S>                                                             <C>            <C>
NET PRODUCT REVENUE ...................................         $    1,357     $    1,442
         Total net revenue ............................         $    1,357     $    1,442

Gross profit - product ................................         $    1,321     $    1,406
         Total gross profit ...........................         $    1,321     $    1,406
Loss from operations ..................................         $   (2,524)    $   (2,439)
         Net Loss Available to Common Shareholders ....         $   (4,508)    $   (4,423)
Basic and Diluted loss per common share: ..............         $    (1.69)    $    (1.67)
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                CONSOLIDATED BALANCE SHEET
                                                                   AT SEPTEMBER 30, 2002
                                                                --------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                      (In thousands)
<S>                                                             <C>            <C>
Trade accounts receivables ............................         $    1,217     $      705r
  Total current assets ................................         $    8,138     $    7,626
         Total assets .................................         $    9,009     $    8,497

Deferred revenue ......................................         $      929     $    1,559
Reserve for stock rotation ............................         $      954     $       --
Customer deposits .....................................         $       --     $      201
         Total current liabilities ....................         $    4,558     $    4,435
Accumulated deficit ...................................         $  (37,171)    $  (36,114)
Deferred Toshiba equity cost ..........................         $       --     $   (1,446)
         Total shareholders' equity ...................         $    4,451     $    4,062
         Total liabilities and shareholders' equity ...         $    9,009     $    8,497

                                                       CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
                                                             QUARTER ENDED SEPTEMBER 30, 2002
                                                             --------------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                      (In thousands)
Net loss ..............................................             (2,502)        (2,417)
Amortization of deferred Toshiba equity costs .........                 --             72
Trade Receivables .....................................                (28)           143
Deferred Revenue ......................................                351           (164)
Reserve for Stock Rotation ............................                 14             --
Customer Deposits .....................................                 --            201

                                                               CONSOLIDATED BALANCE SHEET
                                                                    AT JUNE 30, 2002
                                                                --------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                (In thousands)
Trade acounts receivables .............................         $    1,199     $      858
Total current assets                                            $    7,507     $    7,166
  Total assets ........................................         $    8,562     $    8,221
Deferred revenue ......................................         $      578     $    1,723
Reserve for stock rotation ............................         $      940     $       --
  Total liabilities ...................................         $    3,463     $    3,668
Deferred Toshiba equity cost ..........................         $       --     $   (1,518)
Accumulated Deficit ...................................         $  (34,669)    $  (33,697)
Total shareholders' equity ............................         $    5,099     $    4,553
Total liabilities and shareholders' equity ............         $    8,562     $    8,221
</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                       CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                                             QUARTER ENDED SEPTEMBER 30, 2001
                                                             --------------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                      (In thousands)
<S>                                                             <C>            <C>
NET PRODUCT REVENUE ...................................         $    1,398     $    1,369
         Total net revenue ............................         $    1,418     $    1,389

Gross profit - product ................................         $    1,177     $    1,148
         Total gross profit ...........................         $    1,185     $    1,156
Loss from operations ..................................         $   (2,770)    $   (2,799)
Net Loss ..............................................         $   (2,712)    $   (2,741)
         Net Loss Available to Common Shareholders ....         $   (5,091)    $   (5,120)
Basic and Diluted loss per common share: ..............         $    (1.94)    $    (1.95)

                                                       CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
                                                              QUARTER ENDED SEPTEMBER 30, 2001
                                                              --------------------------------
                                                                As Reported    As Restated
                                                                -----------    -----------
                                                                      (In thousands)
Net Loss ..............................................             (2,712)        (2,741)
Amortization of deferred Toshiba equity costs .........                 --             44
Trade accounts receivables ............................                477            259
Deferred Revenue ......................................                 26             11
Reserve for Stock Rotation ............................               (218)            --
</TABLE>

(3) RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Financial
Accounting Standards ("SFAS") No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS ("SFAS 143") which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS 143 requires an enterprise to record the
fair value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of a tangible
long-lived asset. SFAS 143 also requires the enterprise to record the contra to
the initial obligation as an increase to the carrying amount of the related
long-lived asset and to depreciate that cost over the remaining useful life of
the asset. The liability is changed at the end of each period to reflect the
passage of time and changes in the estimated future cash flows underlying the
initial fair value measurement. SFAS 143 is effective for fiscal years beginning
after June 15, 2002. The Company adopted this standard effective July 1, 2002.
Adoption of the standard did not have a material effect on the financial
position or results of operations of the Company.

In August 2001, FASB issued SFAS 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL
OF LONG-LIVED ASSETS ("SFAS 144"), which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
FASB Statement No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR LONG-LIVED ASSETS TO BE DISPOSED OF. SFAS 144 retains many of the
fundamental provisions of that Statement. SFAS 144 also supersedes the
accounting and reporting provisions of Accounting Principle Board Opinion 30,
REPORTING THE RESULTS OF OPERATIONS--REPORTING THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS ("APB 30"), for the disposal of a segment of a business.
However, it retains the requirement in APB 30 to report separately discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, or in a distribution to owners) or
is classified as held for sale. SFAS 144 is effective for fiscal years beginning
after December 15, 2001 and interim periods within those fiscal years. The
Company adopted this standard effective July 1, 2002. Adoption of the standard
did not have a material effect on the financial position or results of
operations of the Company.

The FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections, effective for
fiscal years beginning May 20, 2002 or later that rescinds FASB Statement No. 4,
Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, and FASB
Statement No. 44, ACCOUNTING FOR INTANGIBLE ASSETS OF MOTOR CARRIERS. This
Statement amends FASB Statement No. 4 and FASB Statement No. 13, ACCOUNTING FOR
LEASES, to eliminate an inconsistency between the required accounting for
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The Company
adopted this standard effective July 1, 2002. Adoption of the standard did not
have a material effect on the financial position or results of operation of the
Company.

On July 30, 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. Statement No. 146 is based on the
fundamental principle that a liability for a cost associated with an exit or
disposal activity should be recorded when it (1) is incurred, that is, when it
meets the definition of a liability in FASB Concepts Statement No. 6, ELEMENTS
OF FINANCIAL STATEMENTS, and (2) can be measured at fair value. Statement No.
146 notes that the principal reason for issuing Statement 146 is the FASB's
belief that some liabilities for costs associated with exit or disposal
activities that entities record under current accounting pronouncements, in
particular Issue 94-3, LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION
BENEFITS AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED
IN A RESTRUCTURING), do not meet the definition of a liability. Statement 146
nullifies Issue 94-3; thus, it will have a significant effect on practice

                                       10
<PAGE>
because commitment to an exit or disposal plan no longer will be a sufficient
basis for recording a liability for costs related to those activities. Statement
No. 146 is effective for exit and disposal activities initiated after December
31, 2002. An entity would continue to apply the provisions of Issue 94-3 to an
exit activity that it initiated under an exit plan that met the criteria of
Issue 94-3 before the entity initially applied Statement 146. The Company is
currently examining the effect of this pronouncement on the results of
operations and financial position of the Company, but currently believes the
effect will not be material.

(4) TAX EXPOSURE

In the course of a review of our stock option plan, it was determined that due
to a technical compliance issue, we have a tax exposure with respect to past
options exercised. Although we are still analyzing this issue, a reserve of $.7
million has been established for this exposure. The reserve is based on
currently available information and represents management's best estimate. The
impact of the ultimate resolution of this issue could differ materially from the
amount of the established reserve.

(5) COMPUTATION OF NET LOSS PER SHARE

Net loss per share-basic and -diluted are based upon the weighted average number
of common shares outstanding. Common equivalent shares, consisting of
outstanding stock options, convertible preferred shares and warrants to purchase
common stock are included in the diluted per share calculations where the effect
of their inclusion would be dilutive.

                                                             Three Months ended
                                                                September 30,
                                                             -------------------
                                                              2002         2001
                                                             ------       ------
Antidilutive potential common shares
excluded from net loss per share                               970          533
                                                             ======       ======

(6) COMMON STOCK

On August 8, 2002, the Company entered into a purchase agreement under which it
agreed to issue and sell 317,466 shares of common stock at a per share purchase
price equal to $6.30 in a private placement financing. On September 27, 2002 the
Company received gross proceeds from the issuance and sale of that common stock
in the amount of $2,000,040. Under its registration rights agreement with the
investors in this September 2002 financing, the Company is required to register
these shares of common stock for resale by the investors. The shares of common
stock issued and sold to the investors are subject to purchase price adjustments
in certain events during the 24-month period following the first effective date
of a registration statement to be filed by Artisoft covering the resale of those
shares. In the event of a purchase price adjustment, the Company will be
required to issue additional shares of common stock to the investors for no
additional consideration and to register those additional shares for resale by
the investors. The investors in the September 2002 financing have the right to
designate one person for election to the Company's board of directors, and the
Company will be required to use its best efforts to cause that person to be
elected to the board of directors. The investors have not yet exercised this
right.

The investors in each of the 2001 and September 2002 financings have the right
to participate, up to their pro rata share in the respective financing, in
future non-public capital raising transactions by the Company. This right, as
held by the investors in the September 2002 financing, is not exercisable unless
and until the expiration or termination in full of the similar rights of the
investors in the 2001 financing.

The closing of the issuance and sale of shares of common stock in the September
2002 financing resulted in anti-dilution adjustments to the Series B Preferred
Stock and the warrants issued in Artisoft's 2001 financing. As a result of these
anti-dilution adjustments, each share of Series B Preferred Stock is convertible
into approximately .3967 shares of common stock. Prior to the issuance and sale
of shares of common stock in the September 2002 financing, each share of Series
B Preferred Stock was convertible into one sixth of one share of common stock.
In addition, the per share exercise price of each warrant has been reduced from
$22.50 to $6.30, as a result of the September 2002 financing. These adjustments
were accounted for as a $2.0 million non cash dividend to the series B preferred
shareholders and are included in the computation of the loss available to common
shareholders and in the loss per share for the quarter ended September 30, 2002.
The excess of the aggregate fair value of the beneficial conversion feature over
the proceeds received amounted to $9.7 million and has not been reflected in the
results of operations or financial position of the Company for the periods
presented.

                                       11
<PAGE>
(7) SUBSEQUENT EVENTS -REVERSE STOCK SPLIT

On April 22, 2003 the Company completed a reverse stock split of its common
stock at a ratio of one-for-six. The company has retroactively applied the
reverse stock split to the share and per numbers in these financial statements

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

YOU SHOULD READ THE FOLLOWING DISCUSSION TOGETHER WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS QUARTERLY
REPORT ON FORM 10-Q/A. THIS ITEM, INCLUDING, WITHOUT LIMITATION, THE INFORMATION
SET FORTH UNDER THE HEADING "FUTURE RESULTS", CONTAINS FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES AND EXCHANGE ACT OF 1934 THAT INVOLVE RISKS AND
UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE INCLUDED IN SUCH
FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE THOSE SET FORTH UNDER "RISK FACTORS" COMMENCING ON PAGE 15,
AS WELL AS THOSE OTHERWISE DISCUSSED IN THIS SECTION AND ELSEWHERE IN THIS
QUARTERLY REPORT ON FORM 10-Q/A. SEE "FORWARD-LOOKING STATEMENTS".

Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities at the date of the financial statements and revenues and expenses
during the reporting period. Areas where significant judgments are made include,
but are not limited to revenue recognition. Actual results could differ
materially from these estimates. For a more detailed explanation of the
judgments made in these areas, please refer to our Amendment No. 1 on Form
10-K/A to our Annual Report on Form 10-K for the year ended June 30, 2002, as
filed with the Securities and Exchange Commission on May 20th, 2003.

RESTATEMENT

Our previously issued consolidated balance sheets as of June 30, 2002, and
September 30, 2002 and the related consolidated statements of operations and
cash flows for the periods then ended have been restated.

The following "Management's Discussion and Analysis has been restated to reflect
the changes more fully described within note 2 of the notes to the restated
consolidated financial statements.

RESULTS OF OPERATIONS

NET REVENUES

PRODUCT REVENUE. Net product revenue was $1.4 million and $1.4 million
respectively for each of the quarters ended September 30, 2002 and 2001. In the
first quarter of fiscal year 2003, sales of TeleVantage licenses, excluding Not
For Resale Kits (NFRs)increased by approximately 75%. This increase is offset by
a decrease from the first quarter of fiscal 2002 in revenue from upgrades for
NFRs and the planned decrease in revenue from Dialogic hardware.

SERVICE REVENUE. We had no service revenue for the quarter ended September 30,
2002 compared with revenue of $20,000 recognized from Intel Corporation for the
quarter ended September 30, 2001. We have completed our development obligations
under our agreement with Intel at the end of September 2001. No additional
service revenue is anticipated under this service agreement.

We distribute our products both domestically and internationally. International
product revenue was $.1 million for the quarters ended September 30, 2002 and
2001, respectively, or 7% of total net revenue, respectively. Domestic revenue
was $1.3 million for the quarter ended September 30 2002 and $1.1 million for
the quarter ended September 30 2001.

GROSS PROFIT

PRODUCT. Gross profit from net product revenue was $1.4 million and $1.1 million
for the quarters ended September 30, 2002 and 2001, respectively, or 97.5% and

                                       12
<PAGE>
83.8% of net product revenue. The increase in gross profit percentage and
aggregate dollars from net product revenue for the quarter ended September 30,
2002 compared to the quarter ended September 30, 2001 was due primarily to an
increase in revenue from higher margin TeleVantage software sales coupled with a
planned decrease in revenue from lower margin Dialogic hardware and completion
of amortizing the costs associated with certain licensed technologies. Gross
profit may fluctuate on a quarterly and yearly basis because of product mix,
pricing actions and changes in sales and inventory allowances.

SERVICES. We had no service revenues for the quarter ended September 30, 2002.
Gross profit from net service revenue for the quarter ended September 30, 2001
was nominal at $8,000.

SALES AND MARKETING

Sales and marketing expenses were $1.4 million and $1.6 million for the quarters
ended September 30, 2002 and 2001, respectively, or 96.5% and 113% of total net
revenue, respectively. The decrease in sales and marketing expenses in aggregate
dollars and as a percentage of total net revenue for the quarter ended September
30, 2002 compared to the quarter ended September 30, 2001 was due primarily to a
restructuring in personnel costs as a result of workforce reductions implemented
in September 2001.

PRODUCT DEVELOPMENT

Product development expenses were $.8 million and $1.1 million for the quarters
ended September 30, 2002 and 2001, respectively, or 55.5% and 82.1% of total net
revenue, respectively. The decrease in product development expense in aggregate
dollars and as a percentage of total net sales for the quarter ended September
30, 2002 compared to the quarter ended September 30, 2001 is due to a reduction
in personnel headcount in September 2001 primarily the result of the completion
of the Intel and Toshiba development contracts. The current level of development
resources are adequate to support our development plans. We believe that
continued development and introduction of new versions of TeleVantage to the
market in a timely manner is critical to our future success.

GENERAL AND ADMINISTRATIVE

General and administrative expenses were $1.7 million and $1.2 million for the
quarters ended September 30, 2002 and 2001, respectively, or 114.6% and 89.6% of
total net revenue, respectively. In the course of a review of our stock option
plan, it was determined that due to a technical compliance issue, we have a tax
exposure with respect to past options exercised. Although we are still analyzing
this issue a reserve of $.7 million has been established for this exposure and
is reflected in general and administrative expenses for the quarter ended
September 30, 2002. While we believe this amount is the best estimate of the
exposure, the ultimate liability could be materially higher or lower. The
increase in general and administrative expense in aggregate dollars and as a
percentage of total net sales for the quarter ended September 30, 2002 compared
to the quarter ended September 30, 2001 is due to the reserve of $.7 million
established for a tax exposure due to a technical compliance issue related to
our stock option plan and past option exercises under that plan. The increase is
offset, in part, by reduced headcount for administrative personnel and other
expense reductions.

OTHER INCOME, NET

For the quarter ended September 30, 2002 other income, net decreased to $22,000
from $58,000 in the quarter ended September 30, 2001. The decrease was the
result of a lower level of interest rates combined with lower average cash and
invested balances.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $6.7 million at September 30, 2002 compared
to $6.0 million at June 30, 2002. Working capital was $3.2 million at September
30, 2002 compared to $3.5 million at June 30, 2002, a decrease of $.3 million.
The decrease in working capital reflects a decrease of $.2 million in trade
accounts receivable and prepaid expenses and an increase of $.7 million in
accrued liabilities, offset, in part, by an increase in cash and cash
equivalents of $.7 million. The increase in cash and cash equivalents of $.7 is
primarily a result of receipt of $1.9 million, net from the sale of common stock
on September 27, 2002, less cash of $1.1 million used in operations and for the
purchase of property and equipment.

We used cash of $1.1 million to fund operating activities during the quarter
ended September 30, 2002. The cash used in operating activities was principally
the result of $2.4 million in net loss offset by depreciation and amortization
of $.2 million, net non-cash changes in accrued liabilities and prepaid expenses
of $1.1 million.

In the course of a review of our stock option plan, it was determined that due
to a technical compliance issue, we have a tax exposure with respect to past
options exercised. Although we are still analyzing this issue, a reserve of $.7
million has been established for this exposure. The final resolution of this
issue could have a material adverse impact on our cash balances.

We lease office, product packaging, storage space and equipment under
noncancelable operating lease agreements expiring through fiscal year 2006.

                                       13
<PAGE>
The approximate minimum rental commitments under noncancelable operating leases
that have remaining noncancelable lease terms in excess of one year at September
30, 2002 were as follows:

YEARS ENDING                                    FUTURE MINIMUM
  JUNE 30                                LEASE PAYMENTS (IN THOUSANDS)
  -------                                -----------------------------
   2003                                              $  905
   2004                                               1,151
   2005                                               1,151
   2006                                                 236
                                                     ------

   Total                                             $3,443
                                                     ======

On August 8, 2002, we entered into a purchase agreement under which we agreed to
issue and sell 317,466 shares of common stock at a per share purchase price
equal to $6.30 in a private placement financing. On September 27, 2002 we
received gross proceeds from the issuance and sale of that common stock in the
amount of $2,000,040. Under its registration rights agreement with the investors
in this September 2002 financing, the Company is required to register these
shares of common stock for resale by the investors. The shares of common stock
issued and sold to the investors are subject to purchase price adjustments in
certain events during the 24-month period following the first effective date of
a registration statement to be filed by Artisoft covering the resale of those
shares. In the event of a purchase price adjustment, the Company will be
required to issue additional shares of common stock to the investors for no
additional consideration and to register those additional shares for resale by
the investors. The investors in the September 2002 financing have the right to
designate one person for election to our board of directors, and we will be
required to use our best efforts to cause that person to be elected to the board
of directors. The investors have not yet exercised this right.

The closing of the issuance and sale of shares of common stock in the September
2002 financing resulted in anti-dilution adjustments to the series B preferred
stock and the warrants issued in Artisoft's 2001 financing. As a result of these
anti-dilution adjustments, each share of series B preferred stock is convertible
into approximately .3967 shares of common stock. Prior to the issuance and sale
of shares of common stock under this agreement each share of series B preferred
stock was convertible into one sixth of one share of common stock. In addition,
the per share exercise price of each warrant has been reduced from $22.50 to
$6.30.

We anticipate that based on our anticipated pipeline and forecasts from
strategic partners that existing cash balances at September 30, 2002 including
gross proceeds of $2.0 million received by the Company in the September 2002
financing will be adequate to meet the Company's current and expected cash
requirements for the next year, including the impact of the technical compliance
issue related to our option plan discussed above. However, a change in
circumstance, such as a reduction in the growth of demand for our products,
could necessitate that the Company seek additional debt or equity capital. See
"Risk Factors" below. In addition, the Company may also from time to time seek
debt or equity financing for various business reasons. In the event the Company
seeks and successfully receives additional equity capital, such additional
financing may result in significant stockholder dilution. There can be no
assurance that any such additional financing will be available when needed or on
acceptable terms to allow the Company to successfully achieve its operating plan
or fund future investment in its TeleVantage product line.

The investors in our September 2002 financing, as well as the investors in our
2001 financing, have the right to participate, up to their pro rata share in the
respective financing, in future non-public capital raising transactions by
Artisoft. This right, as held by the investors in the September 2002 financing,
is not exercisable unless and until the expiration or termination in full of the
similar rights of the investors in the 2001 financing. The existence of this
right may substantially reduce the Company's ability to establish terms with
respect to, or enter into, any such financing with parties other than the
investors.

Our common stock trades on the NASDAQ SmallCap Market. In order to continue
trading on the NASDAQ SmallCap Market, we must satisfy the continued listing
requirements for that market. The minimum bid price of our common stock is
currently below the $1.00 per share minimum bid price continued listing
requirement of the NASDAQ SmallCap Market. The listing of our common stock on
the NASDAQ SmallCap is currently being maintained under a grace period permitted
by applicable NASDAQ Marketplace rules.

If our common stock is delisted from the NASDAQ SmallCap Market, due to the
expiration of the grace period with respect to the minimum bid price of our
common stock or otherwise, the listing of our common stock may be transferred to
the over-the-counter electronic bulletin board, also referred to as the OTCBB,
or the Pink Sheets. The listing of our common stock on the OTCBB or the Pink
Sheets would materially reduce the liquidity of our common stock and result in a
corresponding material reduction in the price of our common stock. In addition,

                                       14
<PAGE>
such delisting would materially adversely affect our access to the capital
markets, and the limited liquidity and reduced price of our common stock would
materially adversely affect our ability to raise capital through alternative
financing sources on terms applicable to us or at all.

FUTURE RESULTS

The Company intends to continue investing in the sales, marketing and
development of its software-based phone system, TeleVantage. The Company expects
operating expenditures will increase from the amounts incurred in the first
quarter of fiscal year 2003 and for the entire year will approximate the same
levels as in fiscal year 2002.

The Company believes that future TeleVantage revenues will increase and thereby
reduce future operating losses. However, the rate at which these revenues may
increase will be highly dependent on the overall telecommunications industry
capital spending environment, the rate of market acceptance of TeleVantage and
the success of the Company's strategic relationships including Toshiba and
Intel. See "Risk Factors" below.

Specifically, through an original equipment manufacturer development arrangement
with Artisoft, Toshiba is marketing TeleVantage 4.0 under the Strata CS brand,
which is being distributed and supported through Toshiba's established dealer
channel. Under the terms of the agreement, Toshiba will purchase licenses of
customized versions of the TeleVantage software product to be integrated with
its digital handsets and communications server product offerings. Any
significant delay, cancellation, or termination of this arrangement with Toshiba
will have a material adverse effect on the Company's future results of
operations. However, any such events will be mitigated to the extent of the
minimum revenue guarantees provided to us by Toshiba for a total remaining
amount of $1.4 million through September 30, 2003. The agreement expires in
December 2003.

In May 2001, Artisoft announced the first release of TeleVantage CTM Suite,
which delivers on the Company's joint engineering relationship with Intel.
TeleVantage CTM Suite is being pre-loaded on certain configurations of Intel's
Converged Communications Platform, an open, standards-based, application-ready
platform that supports a broad range of compatible telephony and business
applications, peripherals, and services from multiple vendors on a single
system. The Company delivered a final version of this product to Intel in May
2001 and has completed its development obligations under this agreement.
Although TeleVantage CTM Suite began shipping in August 2001, due to changes in
Intel release schedules, the Company expects that any significant revenues from
the CTM Suite will be delayed until calendar year 2003. Any significant further
delay or cancellation or termination of this arrangement with Intel will have a
material adverse effect on the Company's future revenue growth.

RISK FACTORS

WE CAUTION YOU THAT THE FOLLOWING IMPORTANT FACTORS, AMONG OTHERS, IN THE FUTURE
COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN
FORWARD-LOOKING STATEMENTS MADE BY OR ON BEHALF OF US IN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, PRESS RELEASES, COMMUNICATIONS WITH
INVESTORS AND ORAL STATEMENTS. ANY OR ALL OF OUR FORWARD-LOOKING STATEMENTS IN
THIS QUARTERLY REPORT ON FORM 10-Q, AND IN ANY OTHER PUBLIC STATEMENTS WE MAKE
MAY TURN OUT TO BE WRONG. THEY CAN BE AFFECTED BY INACCURATE ASSUMPTIONS WE
MIGHT MAKE OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES. MANY FACTORS
MENTIONED IN THE DISCUSSION BELOW ARE IMPORTANT IN DETERMINING FUTURE RESULTS.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE
ADVISED, HOWEVER, TO CONSULT ANY FURTHER DISCLOSURES WE MAKE IN OUR REPORTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

OUR REVENUES ARE DEPENDENT UPON SALES OF A SINGLE PRODUCT.

Our revenues are derived from sales of a single family of products, TeleVantage.
TeleVantage is a relatively new product in the emerging market for
software-based phone systems and it is difficult to predict when or if sales of
TeleVantage will increase substantially or at all. We face a substantial risk
that our sales will continue to not cover our operating expenses and that we
will continue to incur operating losses. Our business will fail if we are unable
to substantially increase our revenues from sales of TeleVantage, whether as a
result of competition, technological change, price pressures or other factors.

WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FUTURE LOSSES.

We had operating losses for the quarter ended September 30, 2002 and for the
fiscal year ended June 30, 2002 and in each of the last eight fiscal years, and
negative cash flow from operating activities in four out of the last eight
fiscal years including the fiscal year ended June 30, 2002. The Company intends
to continue investing in the sales, marketing and development of its
software-based phone system, TeleVantage. The Company expects operating
expenditures for fiscal year 2003 to be at approximately the same levels as in
fiscal year 2002.

                                       15
<PAGE>
We expect to incur significant future operating losses and negative cash flows.
If our revenues do not increase significantly we may never achieve
profitability, on a sustained basis or at all, or generate positive cash flow in
the future. In that case our business will fail.

OUR OPERATING RESULTS VARY, MAKING FUTURE OPERATING RESULTS DIFFICULT TO
PREDICT.

Our operating results have in the past fluctuated, and may in the future
fluctuate, from quarter to quarter, as a result of a number of factors
including, but not limited to

*    the extent and timing of sales and operating expense increases and
     decreases;

*    changes in pricing policies or price reductions by us or our competitors;

*    variations in our sales channels or the mix of product sales;

*    the timing of new product announcements and introductions by us or our
     competitors;

*    the availability and cost of supplies;

*    the financial stability of major customers;

*    market acceptance of new products and product enhancements;

*    our ability to develop, introduce and market new products, applications and
     product enhancements;

*    our ability to control costs;

*    possible delays in the shipment of new products;

*    our success in our sales and marketing efforts;

*    deferrals of orders by our customers in anticipation of new products,
     product enhancements or operating systems;

*    changes in our strategy;

*    personnel changes; and

*    general economic factors.

Our software products are generally shipped as orders are received and
accordingly, we have historically operated with little backlog. As a result,
sales in any quarter are dependent primarily on orders booked and shipped in
that quarter and are not predictable with any degree of certainty. Sales may
also be affected by the level of returns beyond those estimated and provided for
at any point in time. In addition, our expense levels are based, in part, on our
expectations as to future revenues. If revenue levels are below expectations,
operating results are likely to be adversely affected. Our net loss may be
disproportionately affected by a reduction in revenues because of fixed costs
related to generating our revenues. These or other factors may influence
quarterly results in the future and, accordingly, there may be significant
variations in our quarterly operating results. Our historical operating results
are not necessarily indicative of future performance for any particular period.
Due to all of the foregoing factors, it is possible that in some future quarter
our operating results may be below the expectations of public market analysts
and investors. In such event, the price of our common stock could be adversely
affected.

The Company delivered a final version of TeleVantage CTM Suite to Intel in May
2001 and has completed its development obligations under our agreement with
them. Although TeleVantage CTM Suite began shipping in August 2001, the Company
expects that significant revenues from the CTM Suite will be delayed until
calendar year 2003. In addition, the Company's pricing of TeleVantage CTM Suite
varies based on configuration. There can be no guarantee that sales of Intel's
Converged Communication Platform will ship in sufficient volume or produce
revenues that meet the Company's expectations. Any significant delay or,
cancellation or termination of this arrangement with Intel will have a material
adverse affect on the Company's future results of operations.

OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ SMALLCAP MARKET.

Our common stock trades on the NASDAQ SmallCap Market. In order to continue
trading on the NASDAQ SmallCap Market, we must satisfy the continued listing
requirements for that market. The minimum bid price of our common stock is
currently below the $1.00 per share minimum bid price continued listing
requirement of the NASDAQ SmallCap Market. The listing of our common stock on

                                       16
<PAGE>
the NASDAQ SmallCap is currently being maintained under a grace period permitted
by applicable NASDAQ Marketplace rules.

If our common stock is delisted from the NASDAQ SmallCap Market, due to the
expiration of the grace period with respect to the minimum bid price of our
common stock or otherwise, the listing of our common stock may be transferred to
the over-the-counter electronic bulletin board, also referred to as the OTCBB,
or the Pink Sheets. The listing of our common stock on the OTCBB or the Pink
Sheets would materially reduce the liquidity of our common stock and result in a
corresponding material reduction in the price of our common stock. In addition,
such delisting would materially adversely affect our access to the capital
markets, and the limited liquidity and reduced price of our common stock would
materially adversely affect our ability to raise capital through alternative
financing sources on terms applicable to us or at all.

WE MAY HAVE A NEED TO PROCURE ADDITIONAL THIRD PARTY FINANCING, BUT FINANCING
MAY NOT BE AVAILABLE WHEN NEEDED OR UPON TERMS ACCEPTABLE TO US. IF A FINANCING
IS CONSUMMATED, CURRENT SHAREHOLDERS MAY EXPERIENCE SUBSTANTIAL DILUTION OF
THEIR OWNERSHIP IN ARTISOFT.

In the past, we have funded our continuing operations and working capital
requirements primarily through cash from operations and the sale of our
securities. In order to obtain the funds to continue our operations and meet our
working capital requirements, we may require additional equity financing or debt
financing. We may also from time to time seek additional equity financing or
debt financing in order to fund other business initiatives, including the
acquisition of other businesses. Additional financing may place significant
limits on our financial and operating flexibility, and any future financing
could result in substantial dilution to our shareholders. The holders of our
Series B Preferred Stock and the holders of common stock issued pursuant to our
September 2002 financing have price-related anti-dilution protection in the
event of future issuances of securities by us. These provisions could
substantially dilute your interest in Artisoft in the event of a future
financing transaction. In addition, those same investors all have the right to
participate, up to their pro rata share in their respective financing, in future
capital raising transactions by the Company. The existence of this right may
substantially reduce the Company's ability to establish terms with respect to,
or enter into, any such financing with parties other than the investors. There
can be no assurance that any such additional equity financing or debt financing
will be available to us when needed or on terms acceptable to us. If we are not
able to successfully obtain additional equity financing or debt financing, if
needed, the business, financial condition and results of operations of Artisoft
will be materially and adversely affected.

OUR MARKET IS HIGHLY COMPETITIVE, AND WE MAY NOT HAVE THE RESOURCES TO COMPETE
ADEQUATELY.

The computer telephony industry is highly competitive and is characterized by
rapidly evolving industry standards. We believe that the principal competitive
factors affecting the markets we serve include:

*    vendor and product reputation;

*    product architecture, functionality and features;

*    scalability, ease of use and performance;

*    quality of product and support;

*    price;

*    brand name recognition; and

*    effectiveness of sales and marketing efforts.

We compete with other phone system companies, many of which have substantially
greater financial, technological, production, sales and marketing and other
resources, as well as greater name recognition and larger customer bases, than
does Artisoft. As a result, these competitors may be able to respond more
quickly and effectively than can Artisoft to new or emerging technologies and
changes in customer requirements or to devote greater resources than can
Artisoft to the development, promotion, sales and support of their products. In
addition, our competitors could develop products compatible with the Intel
SoftSwitch Framework that could displace TeleVantage CTM Suite. Also, any new
product introductions by Artisoft may be subject to severe price and other
competitive pressures. Given the greater financial resources of many of our
competitors, there can be no assurance that our products will be successful or
even accepted. There can be no assurance that our products will be able to
compete successfully with other products offered presently or in the future by
other vendors.

                                       17
<PAGE>
IF SOFTWARE-BASED PHONE SYSTEMS DO NOT ACHIEVE WIDESPREAD ACCEPTANCE, WE MAY NOT
BE ABLE TO CONTINUE OUR OPERATIONS.

Our sole product line, TeleVantage, competes in the newly emerging
software-based phone system market. Software-based phone systems operate in
conjunction with and are affected by developments in other related industries.
These industries include highly developed product markets, such as personal
computers, personal computer operating systems and servers, proprietary private
branch exchanges and related telephone hardware and software products, and
telephone, data and cable transmission systems, as well as new emerging products
and industries, such as Internet communications and Internet Protocol telephony.
These industries and product markets are currently undergoing rapid changes,
market evolution and consolidation. The manner, in which these industries and
products evolve, including the engineering- and market-based decisions that are
made regarding the interconnection of the products and industries, will affect
the opportunities and prospects for TeleVantage. TeleVantage competes directly
with other software-based phone system solutions as well as existing
traditional, proprietary hardware solutions offered by companies such as Avaya
Communications, Nortel Networks Corporation and Siemens Corporation. There can
be no assurance that the markets will migrate toward software-based phone system
solutions. If software-based phone systems do not achieve widespread acceptance,
sales of TeleVantage will not increase and may decline and our revenues will
suffer.

WE SELL OUR PRODUCTS THROUGH DISTRIBUTORS AND VALUE-ADDED RESELLERS, WHICH LIMIT
OUR ABILITY TO CONTROL THE TIMING OF OUR SALES, AND THIS MAKES IT DIFFICULT TO
PREDICT OUR REVENUE.

We are exposed to the risk of product returns from our distributors and
value-added resellers, which are estimated and recorded by us as a reduction in
sales. In addition, we are exposed to the risk of fluctuations in quarterly
sales if resellers and distributors purchase and hold excessive amounts of
inventory at any time or otherwise change their purchasing patterns. Although we
monitor our distributor inventories and current and projected levels of sales,
overstocking may occur with TeleVantage because of rapidly evolving market
conditions. In addition, the risk of product returns may increase if the demand
for TeleVantage were to rapidly decline due to regional economic troubles or
increased competition. All of these risks are exacerbated as TeleVantage is our
sole product line and the market for TeleVantage and similar products is newly
emerging. There can be no assurance that actual product returns will not exceed
our allowances for these returns. Any overstocking by resellers or distributors
or any product returns in excess of recorded allowances could adversely affect
our revenues. To the extent we may, in the future, introduce new products, the
predictability and timing of sales to end-users and the management of returns to
us of unsold products by distributors and volume purchasers may become more
complex and could result in material fluctuations in quarterly sales and
operating results.

OUR MARKET IS SUBJECT TO CHANGING PREFERENCES AND TECHNOLOGICAL CHANGE; FAILURE
TO KEEP UP WITH THESE CHANGES WOULD RESULT IN OUR LOSING MARKET SHARE.

The markets for computer telephony solutions are characterized by rapid
technological change, changing customer needs, frequent product introductions
and evolving industry standards. The introduction of products incorporating new
technologies and the emergence of new industry standards could render our
existing products obsolete and unmarketable. Our future success will depend upon
our ability to develop and introduce new computer telephony products (including
new releases and enhancements) on a timely basis that keep pace with
technological developments and emerging industry standards and address the
increasingly sophisticated needs of our customers. There can be no assurance
that we will be successful in developing and marketing new computer telephony
products that respond to technological changes or evolving industry standards,
that we will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of these new products, or
that our new products will adequately meet the requirements of the marketplace
and achieve market acceptance. If we were unable, for technological or other
reasons, to develop and introduce new computer telephony products in a timely
manner in response to changing market conditions or customer requirements, our
market share would likely be reduced.

SOFTWARE ERRORS MAY SERIOUSLY HARM OUR BUSINESS AND DAMAGE OUR REPUTATION,
CAUSING LOSS OF CUSTOMERS AND REVENUES.

Software products as complex as TeleVantage may contain undetected errors. There
can be no assurance that, despite testing by Artisoft and by current and
potential customers, errors will not be found in TeleVantage or any new products
after commencement of commercial shipments, resulting in loss of or delay in
market acceptance or the recall of such products. We provide customer support
for most of our products. We may in the future offer new products. If these
products are flawed, or are more difficult to use than TeleVantage, customer
support costs could rise and customer satisfaction levels could fall.

WE RELY ON THIRD-PARTY TECHNOLOGY AND HARDWARE PRODUCTS; IF THIS TECHNOLOGY IS
NOT AVAILABLE OR CONTAINS UNDETECTED ERRORS, OUR BUSINESS MAY SUFFER.

Our computer telephony software requires the availability of certain hardware.
Specifically, the TeleVantage software-based phone system operates on voice
processing boards manufactured by Intel. To the extent that these boards become
unavailable or in short supply we could experience delays in shipping
software-based phone systems to our customers, which may have a material adverse
affect on our future operating results. In addition, we are dependent on the
reliability of this hardware and to the extent the hardware has defects it will
affect the performance of our own software-based phone system. If the hardware
becomes unreliable or does not perform in a manner that is acceptable to our

                                       18
<PAGE>
customers, sales of TeleVantage could fall. Such delays or quality problems if
encountered could also cause damage to our reputation. Additionally, there can
be no assurances that, in the event of a price increase by Intel, we will be
able to sell and market our software-based phone system.

TeleVantage currently runs only on Microsoft Windows NT servers. In addition,
our products use other Microsoft Corporation technologies, including the
Microsoft Data Engine. A decline in market acceptance for Microsoft technologies
or the increased acceptance of other server technologies could cause us to incur
significant development costs and could have a material adverse effect on our
ability to market our current products. There can be no assurance that
businesses will adopt Microsoft technologies as anticipated or will not migrate
to other competing technologies that our telephony products do not currently
support. Additionally, since the operation of our software-based phone system
solution is dependent upon Microsoft technologies, there can be no assurances
that, in the event of a price increase by Microsoft, we will be able to sell and
market our software-based phone system.

Our TeleVantage CTM Suite software operates on voice processing hardware,
computer hardware, CT Media software, and SoftSwitch Framework software
manufactured by Intel. To the extent that these technologies become unavailable
or in short supply we could experience delays in shipping TeleVantage CTM Suite
to our customers, which may have a material adverse affect on our future
operating results. In addition, we are dependent on the reliability of these
technologies and to the extent they have defects it will affect the performance
of our own software. If the Intel technologies become unreliable or do not
perform in a manner that is acceptable to our customers, sales of TeleVantage
CTM Suite could fall. Such delays or quality problems if encountered could also
cause damage to our reputation. Additionally, there can be no assurances that,
in the event of a price increase by Intel, we will be able to sell and market
our software-based phone system.

ANY FAILURE BY US TO PROTECT OUR INTELLECTUAL PROPERTY COULD HARM OUR BUSINESS
AND COMPETITIVE POSITION.

Our success is dependent upon our software code base, our programming
methodologies and other intellectual properties. To protect our proprietary
technology, we rely primarily on a combination of trade secret laws and
nondisclosure, confidentiality, and other agreements and procedures, as well as
copyright and trademark laws. These laws and actions may afford only limited
protection. There can be no assurance that the steps taken by us will be
adequate to deter misappropriation of our proprietary information, or to prevent
the successful assertion of an adverse claim to software utilized by us, or that
we will be able to detect unauthorized use and take effective steps to enforce
our intellectual property rights. We own United States and foreign trademark
registrations for certain of our trademarks. In selling our products, we rely
primarily on "shrink wrap" licenses that are not signed by licensees and,
therefore, may be unenforceable under the laws of some jurisdictions. In
addition, the laws of some foreign countries provide substantially less
protection to our proprietary rights than do the laws of the United States.
Trademark or patent challenges in these foreign countries could, if successful,
materially disrupt or even terminate our ability to sell our products in those
markets. There can be no assurance that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
similar technology. Although we believe that our services and products do not
infringe on the intellectual property rights of others, claims to that effect
have been and in the future may be asserted against us. The failure of Artisoft
to protect its proprietary property, or the infringement of its proprietary
property on the rights of others, could harm its business and competitive
position.

WE NEED QUALIFIED PERSONNEL TO MAINTAIN AND EXPAND OUR BUSINESS.

Our future performance depends in significant part upon key technical and senior
management personnel. We are dependent on our ability to identify, hire, train,
retain and motivate high quality personnel, especially highly skilled engineers
involved in the ongoing research and development required to develop and enhance
our software products and introduce enhanced future products. A high level of
employee mobility and aggressive recruiting of skilled personnel characterize
our industry. There can be no assurance that our current employees will continue
to work for us or that we will be able to hire additional employees on a timely
basis or at all. We expect to grant additional stock options and provide other
forms of incentive compensation to attract and retain key technical and
executive personnel. These additional incentives will lead to higher
compensation costs in the future and may adversely affect our future results of
operations.

POSSIBLE ACQUISITIONS OR DIVESTITURES BY US INVOLVE RISKS THAT MAY HARM OUR
BUSINESS.

From time to time, we may consider acquisitions of or alliances with other
companies that could complement our existing business, including acquisitions of
complementary product lines. Although we may periodically discuss potential
transactions with a number of companies, there can be no assurance that suitable
acquisition, alliance or purchase candidates can be identified, or that, if
identified, acceptable terms can be agreed upon or adequate and acceptable
sources will be available to finance these transactions. Even if an acquisition
or alliance is consummated, there can be no assurance that we will be able to
integrate successfully acquired companies or product lines into our existing
operations, which could increase our operating expenses in the short-term.
Moreover, acquisitions by Artisoft could result in potentially dilutive
issuances of equity securities, the incurrence of additional debt and
amortization of expenses related to goodwill and intangible assets, all of which
could adversely affect our ability to achieve profitability. Acquisitions,
alliances and divestitures involve numerous risks, such as the diversion of the
attention of our management from other business concerns, the entrance of
Artisoft into markets in which it has had no or only limited experience,
unforeseen consequences of exiting from product markets and the potential loss
of key employees of the acquired company.

                                       19
<PAGE>
                           PART II - OTHER INFORMATION

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

a. Exhibits

The Exhibits filed as part of this Amendment No. 1 on Form 10-Q/A to Artisoft's
Quarterly Report for the quarter ended September 30, 2002 are listed on the
Exhibit Index immediately preceding such Exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Documents identified by footnotes are not being filed herewith and, pursuant to
Rule 12b-32 under the Securities Exchange Act of 1934, reference is made to such
documents as previously filed as exhibits filed with the Securities and Exchange
Commission. Artisoft's file number under the Securities Exchange Act of 1934 is
000-19462.

b. Reports on Form 8-K

On August 8, 2002, Artisoft filed a Current Report on Form 8-K dated August 8,
2002 pursuant to Rule 135c under the Securities Act, for the purpose of filing
under Item 5 (Other Events) with the Securities and Exchange Commission as an
exhibit thereto, the Company's press release dated August 8, 2002, announcing
that it has entered into an agreement for a common stock financing by means of a
private placement. The Company also filed this Current Report on Form 8-K for
the purpose of filing with the Securities and Exchange Commission as an exhibit
thereto the Voting Agreement dated February 28, 2002 entered into among the
Company and the holders of the Company's series B convertible preferred Stock.

On August 9, 2002, Artisoft filed a Current Report on Form 8-K dated August 9,
2002 for the purpose of filing under Item 1 (Other Events) with the Securities
and Exchange Commission as an exhibit thereto Artisoft's press release dated
August 8, 2002, announcing certain financial results for the fiscal year and
fourth quarter ended June 30, 2002.

On October 1, 2002, Artisoft filed a Current Report on Form 8-K dated October 1,
2002 for the purpose of reporting under Item 1 (Change in Control of the
Registrant) with the Securities and Exchange Commission that a change in control
of the Company may be deemed to have occurred following to the issuance and sale
of an aggregate of 1,904,800 shares of common stock of the Company to Special
Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special
Situations Private Equity Fund, L.P. and Special Situations Technology Fund,
L.P. on September 27, 2002.

On October 25, 2002, Artisoft filed a Current Report on Form 8-K dated October
25, 2002 for the purpose of filing under Item 5 (Other Events) with the
Securities and Exchange Commission as an exhibit thereto Artisoft's press
release dated October 24, 2002, announcing certain financial results for the
first quarter ended September 30, 2002.

On October 25, 2002, Artisoft filed a Current Report on Form 8-K dated October
25, 2002 for the purpose of filing under Item 5 (Other Events) with the
Securities and Exchange Commission a description of the capital stock of the
Company.

                                       20
<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.

                                        ARTISOFT, INC.


Date: May 20, 2003                      By /s/ STEVEN G. MANSON
                                           -------------------------------------
                                           Steven G. Manson
                                           President and Chief Executive Officer


Date: May 20, 2003                      By /s/ DUNCAN G. PERRY
                                           -------------------------------------
                                           Duncan G. Perry
                                           Chief Financial Officer (Principal
                                           Financial Officer and Chief
                                           Accounting Officer)

                                       21
<PAGE>
                                 CERTIFICATIONS

I, Steven G. Manson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Artisoft, 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.

Dated: May 20, 2003                     /s/ STEVEN G. MANSON
                                        ----------------------------------------
                                        Steven G. Manson
                                        Chief Executive Officer (Principal
                                        Executive Officer)

                                       22
<PAGE>
I, Duncan G. Perry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Artisoft, 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.

Dated: May 20, 2003                     /s/ DUNCAN G. PERRY
                                        ----------------------------------------
                                        Duncan G. Perry
                                        Chief Financial Officer (Principal
                                        Financial Officer)

                                       23
<PAGE>
                                  EXHIBIT INDEX


Designation    Description
-----------    -----------
   99.1        Certification of Chief Executive Officer Pursuant to 18
               U.S.C.ss.1350
   99.2        Certification of Chief Financial Officer Pursuant to 18
               U.S.C.ss.1350

                                       24