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

                                    FORM 10-Q

(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 0-21529


                          GIGA INFORMATION GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                    06-1422860
     -------------------------------                     ---------------
     (State or other jurisdiction of                     I.R.S. Employer
      incorporation or organization)                    Identification No.)


                                 139 MAIN STREET
                               CAMBRIDGE, MA 02142
                                 (617) 577-4900
                   -------------------------------------------
                   (Address, including zip code, and telephone
                    number, including area code, of principal
                               executive offices)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [X] Yes   [ ] No


As of October 27, 2002, there were 10,783,529 shares of Common Stock, $0.001 par
value, of the registrant outstanding.

<PAGE>
                          GIGA INFORMATION GROUP, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                     FOR THE PERIOD ENDED SEPTEMBER 30, 2002


                                      INDEX

<TABLE>
<CAPTION>
                                                                                               PAGE
PART I - FINANCIAL INFORMATION
<S>                                                                                          <C>
         Item 1.  Financial Statements

                  Consolidated Statements of Operations for the three and nine
months ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited)
                                                                                                   3.

                  Consolidated Balance Sheets at September 30, 2002 (unaudited)
and December 31, 2001                                                                              4.

                  Consolidated Statements of Cash Flows for the nine months
ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited)                            5.

                  Notes to Consolidated Financial Statements (unaudited)                           7.

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

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk                       25.

         Item 4.  Controls and Procedures                                                          26.


PART II - OTHER INFORMATION

         Item 4.  Submission of Matters to a Vote of Security Holders                              27.

         Item 6.  Exhibits and Reports on Form 8-K                                                 27.


SIGNATURE PAGE                                                                                     29.

CERTIFICATIONS                                                                                     30.

EXHIBIT INDEX                                                                                      32.

</TABLE>



                                       2
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                          GIGA INFORMATION GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                    SEPTEMBER 30,
                                                        --------------------------------  -------------------------------
                                                             2002            2001              2002            2001
                                                        --------------------------------  -------------------------------
<S>                                                             <C>             <C>                 <C>            <C>
Revenues:
   Net research, advisory and consulting                      $  14,828       $  16,540         $  45,546      $  49,726
   Other, principally events                                        121              71             1,783          3,234
                                                        ---------------- ---------------  ---------------- --------------

    Total revenues                                               14,949          16,611            47,329         52,960
                                                        ---------------- ---------------  ---------------- --------------

Costs and expenses:
    Cost of services                                              5,936           5,556            19,665         21,993
    Sales and marketing                                           5,242           6,302            15,623         22,238
    Research and development                                        256             294               817            847
    General and administrative                                    1,936           2,387             6,347          6,927
    Restructuring charges                                             -             507                 -          1,532
    Depreciation and amortization                                   786             979             2,555          2,668
                                                        ---------------- ---------------  ---------------- --------------

    Total costs and expenses                                     14,156          16,025            45,007         56,205
                                                        ---------------- ---------------  ---------------- --------------


Income (loss) from operations                                       793             586             2,322        (3,245)

Interest income                                                      28              32                42             75
Interest expense                                                     (5)           (103)              (79)          (189)
Foreign exchange gain (loss)                                          1              (1)              (45)           (89)
Minority interest                                                     -              20                 -             20
                                                        ---------------- ---------------  ---------------- --------------

    Income (loss) from operations before income taxes               817             534             2,240         (3,428)

Income tax provision (benefit)                                        1               -                30            (20)
                                                        ---------------- ---------------  ---------------- --------------

Net income (loss)                                              $    816        $    534         $   2,210     $   (3,408)
                                                        ================ ===============  ================ ==============


Earnings (loss) per common share
   Basic                                                      $    0.08       $    0.05         $    0.21     $    (0.32)
   Diluted                                                    $    0.07       $    0.05         $    0.19     $    (0.32)

Weighted average common shares outstanding
   Basic                                                     10,758,591      10,625,327        10,706,955     10,543,081
   Diluted                                                   11,540,000      10,852,070        11,581,381     10,543,081

</TABLE>

         The accompanying unaudited notes are an integral part of the
consolidated financial statements.

                                       3
<PAGE>
                          GIGA INFORMATION GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,        DECEMBER 31,
                                                                                     2002                2001
                                                                               -----------------   -----------------
                                                                                 (UNAUDITED)
<S>                                                                            <C>                 <C>
                                     ASSETS
Current assets:
    Cash and cash equivalents                                                  $         3,905     $         1,118
    Restricted cash                                                                         16                  57
    Trade accounts receivable, net of allowances of $1,169 and $1,128 at
       September 30, 2002 and December 31, 2001, respectively                            9,961              15,879
    Pledged accounts receivable                                                              -               3,128
    Unbilled accounts receivable                                                         5,025               5,588
    Prepaid expenses and other current assets                                            3,252               4,186
                                                                               -----------------   -----------------
       Total current assets                                                             22,159              29,956
Restricted cash                                                                            668                 620
Unbilled accounts receivable                                                             1,340               1,399
Property and equipment, net                                                              3,823               5,770
Other assets                                                                             2,129               2,011
                                                                               -----------------   -----------------
       Total assets                                                            $        30,119     $        39,756
                                                                               =================   =================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Short-term borrowings                                                      $             -     $         2,507
    Current portion of capitalized lease obligations                                       290                 325
    Accounts payable                                                                     2,294               3,841
    Deferred revenues                                                                   30,151              36,601
    Accrued expenses and other current liabilities                                       6,965               7,593
                                                                               -----------------   -----------------
       Total current liabilities                                                        39,700              50,867
Capitalized lease obligations, net of current portion                                       29                 254
Deferred revenues                                                                        1,673               2,024
                                                                               -----------------   -----------------
       Total liabilities                                                                41,402              53,145
                                                                               -----------------   -----------------

Stockholders' deficit:
Preferred Stock, $0.001 par value; 5,000,000 shares authorized at September
   30, 2002 and December 31, 2001, no shares issued and outstanding at
   September 30, 2002  and December 31, 2001                                                 -                   -
Common Stock, $0.001 par value: 60,000,000 shares authorized at September 30,
   2002 and December 31, 2001, 10,767,152 and 10,666,021 shares issued and
   outstanding at September 30, 2002 and December 31, 2001, respectively                    11                  11
Additional paid-in capital                                                              83,078              82,899
Deferred compensation                                                                        -                 (67)
Accumulated deficit                                                                    (95,442)            (97,652)
Accumulated other comprehensive income                                                   1,070               1,420
                                                                               -----------------   -----------------
      Total stockholders' deficit                                                      (11,283)            (13,389)
                                                                               -----------------   -----------------
      Total liabilities and stockholders' deficit                              $        30,119     $        39,756
                                                                               =================   =================
</TABLE>

         The accompanying unaudited notes are an integral part of the
consolidated financial statements.

                                       4
<PAGE>
                          GIGA INFORMATION GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                    NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                ---------------------------
                                                                                    2002         2001
                                                                                ---------------------------
<S>                                                                             <C>           <C>
Cash flows from operating activities:
   Net income (loss)                                                             $     2,210  $    (3,408)
   Adjustments to reconcile net income (loss) to net cash provided by
     (used in) operating activities:
      Depreciation and amortization                                                    2,555        2,668
      Amortization of deferred financing costs                                            99           61
      Minority interest                                                                    -          (20)
      Provision for doubtful accounts                                                     77          489
      Provision for sales cancellations                                                    -          500
      Gain on sale of fixed assets                                                                     (2)
      Compensation expense related to stock options                                      101          114
      Change in assets and liabilities:
         Decrease in billed and unbilled accounts receivable                           9,865        8,125
         Decrease in prepaid expenses and other current assets                           526        1,163
         Decrease (increase) in other assets                                              38           (9)
         Decrease in deferred revenues                                                (7,112)      (5,347)
         Decrease in accounts payable and accrued liabilities                         (1,614)      (4,339)
                                                                                ---------------------------
           Net cash provided by (used in) operating activities                         6,745           (5)
                                                                                ---------------------------

Cash flows from investing activities:
   Acquisition of equipment and improvements                                            (595)      (2,255)
   Payment for 2001 acquisition of Gigaweb Information Group, Ltd.,
     net of cash acquired                                                               (642)        (412)
   Note payable to Gigaweb Information Group, Ltd.                                         -           50
   Investment in GigaGroup S.A.                                                         (156)           -
   Other, net                                                                              -           (3)
                                                                                ---------------------------
           Net cash used in investing activities                                      (1,393)      (2,620)
                                                                                ---------------------------

Cash flows from financing activities:
   Proceeds from issuance of common stock under option plans                               4           22
   Proceeds from issuance of common stock under employee stock purchase plan             149          281
   Net (payments) borrowings under Accounts Receivable Financing Agreement            (2,507)       1,728
   Principal payments under capital lease obligations                                   (261)        (227)
   Other, net                                                                              -            2
                                                                                ---------------------------
           Net cash (used in) provided by financing activities                        (2,615)       1,806
                                                                                ---------------------------

Effect of exchange rates on cash and cash equivalents                                     50          (30)
                                                                                ---------------------------
Net increase (decrease) in cash and cash equivalents                                   2,787         (849)
Cash and cash equivalents, beginning of period                                         1,118        1,640
                                                                                ---------------------------
Cash and cash equivalents, end of period                                         $     3,905  $       791
                                                                                ===========================


                                       5
<PAGE>
Supplemental schedule of noncash investing and financing activities:
           Purchase of assets under capital lease obligations                    $         -  $       530

           Purchase of 2,383 shares of Gigaweb Information Group, Ltd. for $575:
                      Fair value of assets acquired                                           $     1,433


                      Cash paid for capital stock                                                    (525)
                      Note payable to Gigaweb Information Group, Ltd.                                 (50)
                                                                                              ------------
                                Liabilities assumed                                           $       858
                                                                                              ============
</TABLE>






         The accompanying unaudited notes are an integral part of the
consolidated financial statements.






















                                       6
<PAGE>
                          GIGA INFORMATION GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       Interim Consolidated Financial Statements

         The accompanying consolidated financial statements of Giga Information
Group, Inc. ("Giga") at September 30, 2002 and for the three and nine months
ended September 30, 2002 and 2001 are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. All adjustments, consisting only of normal recurring adjustments,
have been made which, in the opinion of management, are necessary for a fair
presentation. The results of operations for the periods presented are not
necessarily indicative of the results that may be expected for any future
period. For further information, refer to Giga's audited consolidated financial
statements included in its Annual Report on Form 10-K for the period ended
December 31, 2001, as filed with the Securities and Exchange Commission.


2.       Investments

         In June 2002, GigaGroup S.A. issued 42,969 shares of its common stock
to its shareholders, increasing the total number of shares outstanding to
809,340 from 766,371. Giga purchased 8,136 of these shares for 75,339 Euros at
9.26 Euros per share, giving Giga a total of 157,377 shares of the common stock.
As a result of this transaction, Giga's ownership of the entity decreased from
19.5% to 19.4%. Giga's investment in GigaGroup S.A. of $1,215,000 is carried at
cost and is included in other assets on Giga's Consolidated Balance Sheet at
September 30, 2002.


3.       Related Party Transaction

         In August 2002, Giga entered into an agreement with Richard L.
Crandall, chairman of the board and a director of Giga, for consulting services
to be provided over the term commencing on August 29, 2002 through the day that
is thirty days after the appointment of a new President and Chief Executive
Officer of Giga (Robert K. Weiler, Giga's current President and Chief Executive
Officer, had resigned effective November 1, 2002). Giga will pay Mr. Crandall a
consulting fee of approximately $11,000 per month for the term of the agreement.
On October 2, 2002, pursuant to this agreement, Giga granted Mr. Crandall
options to purchase a total of 30,000 shares of Giga's common stock at an
exercise price of $1.16 per share, the fair market value on the date of grant.
These options vested immediately and are subject to the terms of Giga's 1999
Share Incentive Plan. Pursuant to the consulting agreement, so long as Mr.
Crandall performs his services, on the last day of each month, beginning on
October 31, 2002, Giga will grant him options to purchase 5,000 shares of Giga's
common stock until the new President and Chief Executive Officer is appointed.
The options will be granted at an exercise price equal to the fair market value
on the date of grant, will vest immediately, and will be subject to the terms of
Giga's 1999 Share Incentive Plan (see Note 9).


4.       Earnings (Loss) Per Common Share

         Giga computes basic and diluted earnings (loss) per share in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." Basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed using the weighted average number of common shares outstanding
during the period plus the dilutive effect, if any, of outstanding stock options
and warrants using the treasury stock method. Dilutive loss per share is
computed using the weighted average number of common shares outstanding during
the period and excludes the dilutive potential common shares outstanding, as
their effect would be antidilutive. The table below represents the calculation
of both basic and diluted earnings (loss) per share (in thousands, except per
share data).

                                       7
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED            NINE MONTHS ENDED
                                                               SEPTEMBER 30,                 SEPTEMBER 30,
                                                        ---------------------------   ---------------------------
                                                            2002          2001            2002         2001
                                                        ---------------------------   ---------------------------
<S>                                                     <C>                           <C>
Net income (loss)                                             $   816      $   534        $  2,210     $ (3,408)

Basic weighted average common shares outstanding               10,759       10,625          10,707        10,543
Dilutive effect of stock options                                  629          218             708             -
Dilutive effect of warrants                                       152            9             166             -
                                                        ---------------------------   ---------------------------

Diluted weighted average common shares outstanding             11,540       10,852          11,581        10,543
                                                        ===========================   ===========================

Basic earnings (loss) per common share                        $  0.08      $  0.05         $  0.21     $  (0.32)
Diluted earnings (loss) per common share                      $  0.07      $  0.05         $  0.19     $  (0.32)

</TABLE>

         Stock options and warrants to purchase 3,041,371 and 2,936,508 shares
of common stock for the three and nine months ended September 30, 2002,
respectively, were outstanding but were not included in the computation of
diluted earnings per share because the exercise price of these stock options and
warrants was greater than the average market price of the common stock for the
period reported. Stock options and warrants to purchase 4,133,009 shares of
common stock for the three months ended September 30, 2001 were outstanding but
were not included in the computation of diluted earnings per share because the
exercise price of these options and warrants was greater than the average market
price of the common stock for the period reported. Due to Giga's net loss for
the nine months ended September 30, 2001, no stock options or warrants were
included in the computation of diluted loss per share, as their effect would
have been antidilutive.


5.       Comprehensive Income (Loss)

         Comprehensive income (loss) is comprised of net income (loss) and other
comprehensive income (loss). Other comprehensive income (loss) includes certain
changes in equity that are excluded from net income (loss). At September 30,
2002 and 2001, accumulated other comprehensive income (loss) was comprised
solely of cumulative foreign currency translation adjustments, which is
reflected in the table below (in thousands).

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED            NINE MONTHS ENDED
                                                              SEPTEMBER 30,                 SEPTEMBER 30,
                                                        ---------------------------   ---------------------------
                                                            2002          2001            2002         2001
                                                        ---------------------------   ---------------------------
<S>                                                     <C>                           <C>
Net income (loss)                                             $   816      $   534         $  2,210    $ (3,408)
   Other comprehensive income (loss), net of tax:
           Foreign currency translation adjustment                 (7)        (172)            (350)          18
                                                        ---------------------------   ---------------------------

Comprehensive income (loss)                                   $   809      $   362         $  1,860    $ (3,390)
                                                        ===========================   ===========================
</TABLE>


6.       New Accounting Pronouncements

         In April 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds


                                       8
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)

SFAS No 4, "Reporting Gains and Losses from Extinguishment of Debt," and an
amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements," and SFAS No. 44, "Accounting for Intangible
Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for
Leases," to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have the same economic effects as 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 provisions of this
Statement related to the rescission of SFAS No. 4 are effective for fiscal years
beginning after May 15, 2002. The provisions of this Statement related to SFAS
No. 13 are effective for transactions occurring after May 15, 2002. All other
provisions of this Statement are effective for financial statements issued on or
after May 15, 2002. Giga's adoption of SFAS No. 145 has not had, and is not
expected to have, a significant effect on its financial position or its results
of operations.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. Management of Giga is currently
assessing the impact that the adoption of SFAS No. 146 will have on Giga's
financial position and results of operations and plans to adopt this Statement
on January 1, 2003.


7.       Restructuring and Exit Costs

         In February 2000, Giga announced its plan to consolidate operations in
its Watford, U.K. and Windsor, U.K. locations into one common facility in the
Windsor area. Nine employees from its finance and its conferences groups elected
not to relocate to the Windsor area. In June 2001, Giga announced its plan to
cancel this facility project. Giga recorded total restructuring charges of
$439,000 and $183,000 for the years ended December 31, 2001 and 2000,
respectively, for involuntary employee termination benefit costs, facility costs
and other exit activity costs. The exit activities related to the facility
project were substantially complete as of December 31, 2001. Giga carried a
minimal provision balance as of September 30, 2002 for the remaining costs
related to the project.

         During the year ended December 31, 2001, Giga recorded a total
restructuring charge of $890,000 for involuntary employee termination benefit
costs incurred in connection with staff reductions made during the second, third
and fourth quarters of 2001. There were a total of 117 employees terminated, 99
of whom were from North America and 18 of whom were from Europe, across all
departments. The restructuring activities related to the staff reductions were
substantially complete as of December 31, 2001. Giga carried a minimal provision
balance as of September 30, 2002 for the remaining costs related to the
restructuring.


8.       Borrowings

Accounts Receivable Financing Agreement

         As of September 30, 2002, there were no borrowings outstanding pursuant
to the accounts receivable financing agreement, dated April 7, 2000, between
Giga and a bank (the "Accounts Receivable Financing Agreement"), which Giga
renewed on March 27, 2002 (the "2002 Financing Agreement"). Giga was in
compliance with the financial covenants of the 2002 Financing Agreement as of
September 30, 2002.


                                       9
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)

         In April 2001, Giga renewed its Accounts Receivable Financing Agreement
for a second one-year period (the "Financing Agreement"). As a result of Giga's
non-compliance with the financial covenants of the Financing Agreement, Giga
entered into a Loan Modification and Forbearance Agreement in August 2001 (the
"August Forbearance Agreement") and a second Loan Modification and Forbearance
Agreement in November 2001 (the "November Forbearance Agreement"). Subsequent to
December 31, 2001, the bank continued to advance funds to Giga pursuant to the
terms of the November Forbearance Agreement, which allowed Giga to finance up to
a maximum of $3.125 million of eligible accounts receivable, as defined by the
Financing Agreement, at an advance rate not to exceed 80%. Loans under the
November Forbearance Agreement bore interest at the bank's prime rate plus 5.5%
and the bank charged a monthly collateral handling fee of 0.875% on the average
daily financed receivable balance outstanding.

         An outstanding balance of $2.5 million remained as of December 31,
2001. During the first quarter of 2002, Giga pledged $1.9 million of accounts
receivable as collateral and received proceeds of $1.5 million. Giga repaid a
total of $4.0 million during the first quarter of 2002, leaving no borrowings
outstanding as of March 31, 2002.

         On March 27, 2002, Giga renewed the Financing Agreement for a third
one-year period, entering into the 2002 Financing Agreement under which it can
finance up to a maximum of $5.0 million of the eligible accounts receivable, as
defined in the 2002 Financing Agreement, at an advance rate not to exceed 80%.
Upon execution of the 2002 Financing Agreement, Giga paid fees totaling $37,500.
Loans under the 2002 Financing Agreement bear interest at the bank's prime rate
plus 1.0%. The bank charges a monthly collateral handling fee of 0.25% on the
average daily financed receivable balance outstanding. There were no borrowings
pursuant to the 2002 Financing Agreement outstanding as of September 30, 2002.

         The 2002 Financing Agreement is collateralized by substantially all of
Giga's tangible and intangible assets, including intellectual property. Giga is
subject to two financial covenants under the 2002 Financing Agreement, including
the requirement to maintain a minimum adjusted quick ratio, a ratio of quick
assets, which includes unrestricted cash, cash equivalents and net billed
receivables, to current liabilities minus deferred revenue, of 1.4 to 1.0 on a
quarterly basis, with the exception of the second fiscal quarter of 2002, where
an adjusted quick ratio of 1.25 to 1.0 is permitted. Giga is also required to
achieve a minimum net income of $1.00 on a quarterly basis, subject to a
one-time permissible quarterly net loss of $100,000. Giga was in compliance with
both of these financial covenants at September 30, 2002.

Overdraft Facility

         In August 2001, Giga's wholly-owned subsidiary in the United Kingdom,
Giga Information Group Ltd., established an Overdraft Facility (the "Overdraft
Facility") with a bank, under which it could borrow up to 100,000 British
pounds. Upon execution of the Overdraft Facility, Giga Information Group, Ltd.
paid fees totaling 1,000 British pounds. Borrowings under the Overdraft Facility
bore interest at the bank's base rate plus 1.5%. In December 2001, the terms of
the Overdraft Facility were amended. Upon execution of the amended Overdraft
Facility, Giga Information Group, Ltd. paid fees totaling 500 British pounds.
The terms of the amended Overdraft Facility maintained the existing interest
rate and allowed Giga Information Group, Ltd. to borrow an additional 100,000
British pounds, for a total of up to 200,000 British pounds, through March 31,
2002. The Overdraft Facility was originally scheduled to expire in July 2002. In
July 2002, the bank extended the terms of the Overdraft Facility, allowing Giga
Information Group, Ltd. to borrow up to 100,000 British pounds through September
2002. Giga Information Group, Ltd. is currently in the process of renewing the
Overdraft Facility. There were no borrowings outstanding under the Overdraft
Facility at September 30, 2002.


9.       Stock Options and Warrants

         In September 2001, upon execution of the August Forbearance Agreement
discussed in Note 8, Giga issued warrants to the bank to purchase 300,000 shares
of Giga common stock. The warrants are exercisable at any time at $0.97 per


                                       10
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)

share and are scheduled to expire on September 5, 2008. The estimated fair value
of the warrants at the time of issuance was approximately $231,000, which was
recorded as deferred financing costs and are included, net of accumulated
amortization, in prepaid expenses and other current assets on Giga's
Consolidated Balance Sheet at December 31, 2001. These costs were amortized over
the remaining seven months of the original term of the renewed Financing
Agreement and were fully amortized as of March 31, 2002. Giga recognized charges
of $99,000 for the amortization of the financing costs during the first quarter
of 2002. None of these warrants had been exercised as of September 30, 2002.

         On October 2, 2002, pursuant to an agreement effective August 29, 2002,
Giga granted options to purchase a total of 30,000 shares of Giga's common stock
to Richard L. Crandall, the chairman of the board and a director of Giga, for
consulting services to be rendered over the term commencing on August 29, 2002
through the day that is thirty days after the appointment of a new President and
Chief Executive Officer of Giga (Robert K. Weiler, Giga's current President and
Chief Executive Officer, had resigned effective November 1, 2002. See Note 3).
These options were granted at an exercise price of $1.16 per share, the fair
market value on the date of grant, and vested immediately. Giga recorded
compensation expense of $26,000 for the three and nine months ended September
30, 2002, representing the fair value of the options. Pursuant to the consulting
agreement, so long as Mr. Crandall performs his services, on the last day of
each month, beginning on October 31, 2002, Giga will grant him options to
purchase 5,000 shares of Giga's common stock until the new President and Chief
Executive Officer is appointed. The options will be granted at an exercise price
equal to the fair market value on the date of grant, will vest immediately, and
will be subject to the terms of Giga's 1999 Share Incentive Plan.


10.      Segment Information

         Giga has determined that it operates in one reportable segment,
advisory services. This determination is based on Giga's method of internal
reporting and the similarities among its products and services. Giga's products
and services are similar with regard to financial performance and business risk,
targeted customer market, the methods used to market, sell and provide its
products and services to customers and their purpose which is to provide
customers with objective research and advice and personalized consulting on
developments and trends in information technology. Revenues from the products
and services within, and in support of, Giga's research, advisory and consulting
services are presented in detail in Giga's Consolidated Statements of
Operations.

         Giga conducts business principally in the United States and United
Kingdom. Operations in Germany, Italy and Israel (as of July 9, 2001) have been
aggregated (collectively "Other International"). Revenues are reflected in the
geographic area in which the sales are recorded. The table below presents
information about Giga's reported revenues for the three and nine months ended
September 30, 2002 and 2001 and Giga's reported total assets as of September 30,
2002 and December 31, 2001, respectively (in thousands).









                                       11
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           REVENUES                                    REVENUES
                            ---------------------------------------     ---------------------------------------
                               THREE MONTHS ENDED SEPTEMBER 30,            NINE MONTHS ENDED SEPTEMBER 30,
                            ---------------------------------------     ---------------------------------------
                                   2002                2001                    2002               2001
                            ---------------------------------------     ---------------------------------------
<S>                         <C>                                         <C>
United States                      $     12,279       $     13,694            $     39,237        $     43,659
United Kingdom                            2,022              2,249                   6,454               7,131
Other International                         648                668                   1,638               2,170
                            ---------------------------------------     ---------------------------------------
     Consolidated                  $     14,949       $     16,611            $     47,329        $     52,960
                            =======================================     =======================================


                                         TOTAL ASSETS
                            ---------------------------------------
                               SEPTEMBER 30,       DECEMBER 31,
                                   2002                2001
                            ---------------------------------------

United States                      $     24,233       $     33,008
United Kingdom                            3,986              4,697
Other International                       1,900              2,051
                            ---------------------------------------
     Consolidated                  $     30,119       $     39,756
                            =======================================

</TABLE>













                                       12
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         INFORMATION INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q MAY CONTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE NOT STATEMENTS OF
HISTORICAL FACTS, BUT RATHER REFLECT GIGA'S CURRENT EXPECTATIONS CONCERNING
FUTURE EVENTS AND RESULTS. GIGA GENERALLY USES THE WORDS "BELIEVES," "EXPECTS,"
"INTENDS," "PLANS," "ANTICIPATES," "LIKELY," "WILL" AND SIMILAR EXPRESSIONS TO
IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS, INCLUDING
THOSE CONCERNING GIGA'S EXPECTATIONS, INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS, SOME OF WHICH ARE BEYOND GIGA'S CONTROL, WHICH
MAY CAUSE GIGA'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IN EVALUATING SUCH STATEMENTS AS
WELL AS THE FUTURE PROSPECTS OF GIGA, SPECIFIC CONSIDERATION SHOULD BE GIVEN TO
VARIOUS FACTORS INCLUDING THE FOLLOWING: GIGA'S PRIOR HISTORY OF LOSSES AND
NEGATIVE WORKING CAPITAL; GIGA'S DEPENDENCE ON SALES AND RENEWALS OF
SUBSCRIPTION-BASED SERVICES; GIGA'S ABILITY TO ACHIEVE AND SUSTAIN HIGH RENEWAL
RATES; COMPETITION FROM OTHER COMPANIES INCLUDING THOSE WITH GREATER RESOURCES
THAN GIGA; GIGA'S NEED TO ATTRACT AND RETAIN QUALIFIED PERSONNEL; GIGA'S ABILITY
TO MANAGE AND SUSTAIN GROWTH; THE RISKS ASSOCIATED WITH THE DEVELOPMENT OF NEW
SERVICES AND PRODUCTS; GIGA'S DEPENDENCE ON KEY PERSONNEL; THE POTENTIAL FOR
SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; THE RISKS ASSOCIATED
WITH INTERNATIONAL OPERATIONS; GIGA'S FUTURE CAPITAL NEEDS AND THE RISKS OF
WORKING CAPITAL DEFICIENCY; CONTINUED MARKET ACCEPTANCE OF AND DEMAND FOR GIGA
SERVICES; UNCERTAINTIES RELATING TO PROPRIETARY RIGHTS; GIGA'S DEPENDENCE ON THE
INTERNET INFRASTRUCTURE; THE RISK OF SYSTEM FAILURE; AND THE RISKS RELATED TO
CONTENT. IN EVALUATING SUCH FORWARD-LOOKING STATEMENTS, AS WELL AS THE FUTURE
PROSPECTS OF GIGA, SPECIFIC CONSIDERATION SHOULD BE GIVEN TO THE VARIOUS FACTORS
DISCUSSED IN THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING THOSE DISCUSSED UNDER
GENERAL RISKS AND UNCERTAINTIES. GIGA UNDERTAKES NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, UNANTICIPATED EVENTS,
OR OTHERWISE.


OVERVIEW

         Giga provides objective research, pragmatic advice and personalized
consulting on information technology. Emphasizing close interaction among
analysts and clients, Giga enables companies to make better strategic decisions
that are designed to maximize technology investments and achieve business
results. Giga's four principal products and services are (i) Advisory Service,
which includes Advisory Consulting , (ii) Events and Conferences, (iii) Web Site
ScoreCard and (iv) Total Economic Impact ("TEI"). Giga's services are designed
to be accessed through GigaWeb, partner web sites and consultation with Giga's
analysts and advisors.

         Giga introduced its Advisory Service and GigaWeb in April 1996. Giga
introduced Advisory Consulting in September 1997. Giga acquired the foundation
of its Events and Conferences offerings in April 1995. Giga launched its Web
Site ScoreCard offering in the third quarter of 1999 and its TEI service in the
second quarter of 2001. For financial reporting purposes, revenues from (i)
Advisory Service (including Advisory Consulting), Web Site ScoreCard and TEI are
aggregated into Research, advisory and consulting and (ii) Events and
Conferences are aggregated into Other, principally events.

         Essentially all of Giga's current international operations are located
in the United Kingdom, Germany, Scandinavia, Canada and Israel. Giga's
wholly-owned subsidiaries in the United Kingdom and Germany manage direct sales
personnel in these countries, along with countries in Scandinavia. In Canada,
Giga uses a direct sales force and provides business support to these
salespersons through its operations in the United States. Giga's wholly-owned
subsidiary in Israel, Gigaweb Information Group, Ltd. ("Gigaweb Ltd."), an
entity that was formerly a reseller of Giga's products and services, manages
direct sales personnel, primarily in Israel. In France, Giga resells its
services through GigaGroup S.A., an entity that was formerly a wholly-owned
subsidiary of Giga. Giga also markets its products in Korea, Argentina, Brazil,
Panama, Australia, India, Japan, Hungary and Peru through resellers or
distributors.

                                       13
<PAGE>
         Substantially all of Giga's revenues from its international
subsidiaries are denominated in foreign currencies, particularly the British
pound, while Giga's revenues from Canada are principally denominated in U.S.
dollars. Revenues from resellers have principally been denominated in U.S.
dollars. To date, however, such revenues have been insignificant. As a result of
fluctuations in exchange rates, transactions denominated in foreign currencies
have inherent financial risk. Giga does not currently hedge its exposure to
foreign currency adjustments.

         Giga believes that a leading measure of its business volume is Revenue
Run Rate. Revenue Run Rate is defined as the combination of revenues derived
from the cumulative annualized subscription value of Giga's Advisory Services
contracts in effect at a given point in time ("Annualized Value" or "AV"), and
revenues from non-subscription services, such as events, Web Site ScoreCard and
TEI, for the preceding twelve months. Historically, annual revenues from Giga's
Advisory Services contracts have approximated 90% of Annualized Value. At
September 30, 2002, Revenue Run Rate decreased approximately 5% to $64.8 million
from $68.3 million at September 30, 2001. Annualized Value at September 30, 2002
decreased approximately 6% to $64.0 million from $68.3 million at September 30,
2001. Giga's total orders taken for the nine months ended September 30, 2002
decreased approximately 13% to $38.9 million from $44.9 million for the same
nine-month period of 2001.

         A majority of Giga's contracts renew automatically unless the customer
cancels the subscription. Giga's experience is that a significant portion of
customers renew expiring contracts for an equal or greater amount of total fees
each year. Historically, a substantial portion of new business, upgrades and
renewals for a given year has been generated by Giga in the last two calendar
quarters, particularly in the last month of the last quarter. As a result of
this quarterly trend in business volume, trade accounts receivable, unbilled
accounts receivable, deferred revenues and deferred commissions typically
increase substantially at quarter end and at the fiscal year end. However, given
the decrease experienced in Revenue Run Rate and AV at September 30, 2002 and
lower anticipated growth rates for the advisory services industry, these
accounts may decrease during fiscal years 2002 and 2003.

         Giga's operating expenses consist of cost of services, sales and
marketing, research and development, general and administrative, restructuring
costs, and depreciation and amortization. Cost of services consists primarily of
the direct costs associated with the delivery of Giga's research, advisory and
consulting, and other services. These direct expenses include costs for
analysts, research support staff and customer support, direct expenses for
events and conferences and costs to design, print and distribute conference
brochures and course materials. Sales and marketing expenses include personnel
expenses, promotional expenses, and sales commissions. Sales commissions are
typically deferred when earned and recorded to expense as the related revenue is
recognized. Research and development expenses consist of personnel, consulting
and other expenses to operate GigaWeb. General and administrative expenses are
primarily personnel costs and fees for professional services supporting the
operational and administrative functions of Giga. Restructuring costs primarily
consist of exit costs related to the cancellation of a facility project in the
United Kingdom and involuntary employee termination benefits expenses incurred
in connection with staff reductions. Depreciation and amortization costs consist
primarily of depreciation of computer equipment, furniture and fixtures and
leasehold improvements, and amortization of software licenses and software
implementation costs and assets under capital lease obligations.

         In February 2000, Giga announced its plan to consolidate operations in
its Watford, U.K. and Windsor, U.K. locations into one common facility in the
Windsor area. Nine employees from its finance and its conferences groups elected
not to relocate to the Windsor area. In June 2001, Giga announced its plan to
cancel this facility project. Giga recorded total restructuring charges of
$439,000 and $183,000 for the years ended December 31, 2001 and 2000,
respectively, for involuntary employee termination benefit costs, facility costs
and other exit activity costs. The exit activities related to the facility
project were substantially complete as of December 31, 2001. Giga carried a
minimal provision balance as of September 30, 2002 for the remaining costs
related to the project.

         During the year ended December 31, 2001, Giga recorded a total
restructuring charge of $890,000 for involuntary employee termination benefit
costs incurred in connection with staff reductions made during the second, third
and fourth quarters of 2001. There were a total of 117 employees terminated, 99
of whom were from North America and 18 of whom were from Europe, across all
departments. The restructuring activities related to the staff reductions were
substantially complete as of December 31, 2001. Giga carried a minimal provision
balance as of September 30, 2002 for the remaining costs related to the
restructuring.

                                       14
<PAGE>
CRITICAL ACCOUNTING POLICIES

         For a description of Giga's critical accounting policies, refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Policies" and the notes to Giga's consolidated
financial statements, each included in Giga's Annual Report on Form 10-K for the
year ended December 31, 2001, as filed with the Securities and Exchange
Commission.












                                       15
<PAGE>
RESULTS OF OPERATIONS

         The following table sets forth certain statement of operations data as
a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED           NINE MONTHS ENDED
                                                              SEPTEMBER 30,                SEPTEMBER 30,
                                                        ---------------------------  ---------------------------
                                                            2002          2001           2002          2001
                                                        ------------- -------------  ------------- -------------
<S>                                                     <C>           <C>            <C>           <C>
Revenues:
   Net research, advisory and consulting                         99%          100%             96%          94%
   Other, principally events                                      1%             -              4%           6%
                                                        ------------- -------------  ------------- -------------

   Total revenues                                               100%          100%            100%         100%
                                                        ------------- -------------  ------------- -------------

Costs and expenses:
   Cost of services                                              40%           33%             42%          42%
   Sales and marketing                                           35%           38%             33%          42%
   Research and development                                       2%            2%              2%           1%
   General and administrative                                    13%           14%             13%          13%
   Restructuring charges                                           -            3%               -           3%
   Depreciation and amortization                                  5%            6%              5%           5%
                                                        ------------- -------------  ------------- -------------

   Total costs and expenses                                      95%           96%             95%         106%
                                                        ------------- -------------  ------------- -------------

Income (loss) from operations                                     5%            4%              5%         (6%)

Interest income                                                    -             -               -            -
Interest expense                                                   -          (1%)               -            -
Foreign exchange gain (loss)                                       -             -               -            -
Minority interest                                                  -             -               -            -
                                                        ------------- -------------  ------------- -------------

   Income (loss) from operations before income taxes              5%            3%              5%         (6%)
Income tax provision (benefit)                                     -             -               -            -
                                                        ------------- -------------  ------------- -------------

Net income (loss)                                                 5%            3%              5%         (6%)
                                                        ============= =============  ============= =============

</TABLE>



                                       16
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

         Revenues. Total revenues decreased 10% to $14.9 million for the three
months ended September 30, 2002 from $16.6 million for the same three-month
period in 2001. The decrease in total revenues was due to the decrease in
revenue from research, advisory and consulting.

                Research, advisory and consulting. Revenues from research,
advisory and consulting decreased 10% to $14.8 million for the three months
ended September 30, 2002 from $16.5 million for the same three-month period in
2001. The decrease was primarily due to the decline in annualized subscription
value experienced in 2001 and 2002, which was a result of reduced IT spending
and the impact that the economic downturn had on customer spending for research
and advisory services.

         Other, principally events. Other revenues, principally events,
increased to $121,000 for the three months ended September 30, 2002 from $71,000
for the same three-month period in 2001.

                Costs and expenses. Total costs and expenses decreased 12% to
$14.2 million for the three months ended September 30, 2002 from $16.0 million
for the same three-month period in 2001. The decrease in total costs and
expenses was primarily due to the decrease in sales and marketing and general
and administrative expenses. In addition, total costs and expenses for the three
months ended September 30, 2001 include a $507,000 restructuring charge for
involuntary employee termination benefits expenses incurred in connection with
staff reductions.

                Cost of services. Cost of services increased 7% to $5.9 million
for the three months ended September 30, 2002 from $5.6 million for the same
three-month period in 2001. The increase was primarily due to costs incurred in
connection with hiring additional senior analysts and research support staff.
Cost of services as a percentage of total revenues increased to 40% for the
three months ended September 30, 2002 from 33% of total revenues for the same
period of 2001, primarily due to a lower revenue base and the increase in
personnel expenses.

                Sales and marketing. Sales and marketing expenses decreased 17%
to $5.2 million for the three months ended September 30, 2002 from $6.3 million
for the same three-month period in 2001. The decrease was primarily due to lower
personnel costs and cost-cutting initiatives implemented during the second and
third quarters of 2001. Sales and marketing expenses as a percentage of total
revenues declined to 35% for the three months ended September 30, 2002 from 38%
of total revenues for the same period of 2001, primarily due to the decrease in
expenses.

                Research and development. Research and development expenses were
constant at approximately $300,000 for the three months ended September 30, 2002
and for the same three-month period in 2001.

                General and administrative. General and administrative expenses
decreased 19% to $1.9 million for the three months ended September 30, 2002 from
$2.4 million for the same three-month period in 2001. The decrease was primarily
due to lower bad debt expense and a decrease in bank charges since there were no
short-term borrowings made during the three months ended September 30, 2002.

                Restructuring Charges. A restructuring charge totaling $507,000
was recorded for the three months ended September 30, 2001 for involuntary
employee termination benefits expenses incurred in connection with staff
reductions. No restructuring charge was recorded for the same three-month period
in 2002.

                Depreciation and amortization. Depreciation and amortization
expenses decreased 20% to $786,000 for the three months ended September 30, 2002
from $979,000 for the same three-month period in 2001. The decrease was
primarily due to lower depreciation and amortization charges for computer
equipment and software related to a customer relationship management system, all
of which were fully depreciated and amortized by the end of the second quarter
of 2002.

         Interest income and expense. Interest income decreased to $28,000 for
the three months ended September 30, 2002 from $32,000 for the same three-month
period in 2001 due to a decrease in interest rates. Interest expense decreased


                                       17
<PAGE>
to $5,000 for the three months ended September 30, 2002 from $103,000 for the
same three-month period in 2001. The decrease was a result of having no
short-term borrowings outstanding pursuant to Giga's Accounts Receivable
Financing Agreement during the third quarter of 2002. See Note 8 to the
Consolidated Financial Statements.

         Foreign exchange gain/loss. Foreign exchange gains recorded for the
three months ended September 30, 2002 were $1,000 compared to foreign exchange
losses of $1,000 for the same three-month period in 2001. The foreign exchange
gains were due primarily to unrealized gains related to foreign currency
denominated trade accounts receivable and accounts payable.

         Minority interest. Giga recorded minority interest totaling $20,000 for
the three months ended September 30, 2001. In July 2001, Giga purchased shares
of Gigaweb Ltd., increasing its ownership percentage of Gigaweb Ltd. from 7.8%
to 53.4%. Upon consummation of this transaction, Giga began consolidating the
financial results of Gigaweb Ltd. with its operations and recording minority
interest related to the ownership of outside shareholders of Gigaweb Ltd. Giga
continued to record the minority interest through December 31, 2001, the date on
which Giga then acquired the remaining outstanding shares of Gigaweb Ltd.,
increasing its ownership of Gigaweb Ltd. from 53.4% to 100%.


NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

         Revenues. Total revenues decreased 11% to $47.3 million for the nine
months ended September 30, 2002 from $53.0 million for the same nine-month
period in 2001. The decrease in total revenues was due to the decreases in both
revenue from research, advisory and consulting and other revenue, principally
events.

                Research, advisory and consulting. Revenues from research,
advisory and consulting decreased 8% to $45.5 million for the nine months ended
September 30, 2002 from $49.7 million for the same nine-month period in 2001.
The decrease was primarily due to the decline in annualized subscription value
experienced in 2001 and 2002, which was a result of reduced IT spending and the
impact that the economic downturn had on customer spending for research and
advisory services.

                Other, principally events. Other revenues, principally events,
decreased 45% to $1.8 million for the nine months ended September 30, 2002 from
$3.2 million for the same nine-month period in 2001. The decrease was primarily
due to the decrease in revenues from event registrations, sponsorships and
exhibitors.

         Costs and expenses. Total costs and expenses decreased 20% to $45.0
million for the nine months ended September 30, 2002 from $56.2 million for the
same nine-month period in 2001. The decrease in total costs and expenses was
primarily due to the decrease in cost of services and sales and marketing
expenses. In addition, the total costs and expenses for the nine months ended
September 30, 2001 include a $1.5 million restructuring charge for exit costs
related to the cancellation of a facility project in the United Kingdom and for
involuntary employee termination benefits expenses incurred in connection with
staff reductions.

                Cost of services. Cost of services decreased 11% to $19.7
million for the nine months ended September 30, 2002 from $22.0 million for the
same nine-month period in 2001. The decrease in costs was primarily due to staff
reductions and other cost-cutting initiatives implemented during the second,
third and fourth quarters of 2001. The decrease was also due to lower costs to
produce Giga's events held in 2002. Cost of services as a percentage of total
revenues remained constant at 42% for the nine months ended September 30, 2002
and 2001.

                Sales and marketing. Sales and marketing expenses decreased 30%
to $15.6 million for the nine months ended September 30, 2002 from $22.2 million
for the same nine-month period in 2001. The decrease was primarily due to staff
reductions and other cost-cutting initiatives implemented during the second,
third and fourth quarters of 2001. The decrease was also due to lower costs to
market Giga's events held in 2002. The first quarter of 2001 includes a
non-recurring benefit of approximately $569,000 related to an adjustment to
commission expense that was recorded in fiscal years 2000 and 1999. Sales and
marketing expenses as a percentage of total revenues declined to 33% for the
nine months ended September 30, 2002 from 42% of total revenues for the same
period of 2001, primarily due to the decrease in expenses.


                                       18
<PAGE>
                Research and development. Research and development expenses were
constant at approximately $800,000 for the nine months ended September 30, 2002
and the same nine-month period in 2001.

                General and administrative. General and administrative expenses
decreased 8% to $6.3 million for the nine months ended September 30, 2002 from
$6.9 million for the same nine-month period in 2001. The decrease was primarily
due to staff reductions made in the second, third and fourth quarters of 2001
and lower bad debt expense, offset by increases in insurance costs and
professional fees.

                Restructuring Charges. Restructuring charges totaling $1.5
million were recorded for the nine months ended September 30, 2001 and there
were none recorded for the same nine-month period in 2002. Of the total charges
incurred in 2001, $723,000 was for exit costs related to the cancellation of a
facility project in the United Kingdom. The remaining $809,000 of the
restructuring costs was related to involuntary employee termination benefits
expenses incurred in connection with staff reductions.

                Depreciation and amortization. Depreciation and amortization
expenses decreased 4% to $2.6 million for the nine months ended September 30,
2002 from $2.7 million for the same nine-month period in 2001.The decrease was
primarily due to lower depreciation and amortization charges for computer
equipment and software related to a customer relationship management system, all
of which were fully depreciated and amortized by the end of the second quarter
of 2002. This decrease was partially offset by an increase in amortization
charges for web site development costs for the enhanced version of GigaWeb that
Giga deployed to its clients in July 2001.

         Interest income and expense. Interest income decreased to $42,000 for
the nine months ended September 30, 2002 from $75,000 for the same nine-month
period in 2001 due to a decrease in interest rates. Interest expense decreased
to $79,000 for the nine months ended September 30, 2002 from $189,000 for the
same nine-month period in 2001. The decrease was primarily a result of having no
outstanding short-term borrowings pursuant to Giga's Accounts Receivable
Financing Agreement since March 2002. See Note 8 to the Consolidated Financial
Statements.

         Foreign exchange loss. Foreign exchange losses recorded for the nine
months ended September 30, 2002 were $45,000 compared to $89,000 for the same
nine-month period in 2001 due primarily to unrealized losses related to foreign
currency denominated trade accounts receivable and accounts payable.

         Minority interest. Giga recorded minority interest totaling $20,000 for
the nine months ended September 30, 2001. In July 2001, Giga purchased shares of
Gigaweb Ltd., increasing its ownership percentage of Gigaweb Ltd. from 7.8% to
53.4%. Upon consummation of this transaction, Giga began consolidating the
financial results of Gigaweb Ltd. with its operations and recording minority
interest related to the ownership of outside shareholders of Gigaweb Ltd. Giga
continued to record the minority interest through December 31, 2001, the date on
which Giga then acquired the remaining outstanding shares of Gigaweb Ltd.,
increasing its ownership of Gigaweb Ltd. from 53.4% to 100%.



LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2002, Giga had cash and cash equivalents of $3.9
million, short-term restricted cash of $16,000 and long-term restricted cash of
$668,000. Of the total restricted cash, $584,000 consists of certificates of
deposit held for irrevocable standby letters of credit that are security
deposits related to operating leases for premises located in Cambridge,
Massachusetts, Munich, Germany, and Frankfurt, Germany. Cash associated with
these letters of credit remains restricted for the term of the corresponding
lease period with the exception of $300,000, which may be reduced to $100,000 in
2003 if Giga achieves positive net income for the year ended December 31, 2002.
Restricted cash in the amount of $100,000 is held in a restricted certificate of
deposit as collateral for automated clearing house payments.

         Cash provided by operating activities was $6.7 million for the nine
months ended September 30, 2002 compared to cash used in operating activities of


                                       19
<PAGE>
$5,000 for the nine months ended September 30, 2001. The cash provided by
operating activities was generated primarily from Giga's net income, non-cash
charges such as depreciation and amortization and changes in various balance
sheet accounts, particularly accounts receivable.

         Cash used in investing activities was $1.4 million for the nine months
ended September 30, 2002 compared to $2.6 million for the nine months ended
September 30, 2001. The decrease in cash used in investing activities was
primarily due to the decrease in purchases of capital items offset by the
additional investment in GigaGroup S.A. and higher cash outlays made in
connection with the 2001 Gigaweb Ltd. acquisition.

         During the nine months ended September 30, 2002, Giga's capital
expenditures totaled $595,000 compared to $2.3 million for nine months ended
September 30, 2001. Capital expenditures in the first half of 2001 were
primarily for the enhancement of the GigaWeb delivery system. As of December 31,
2001, approximately $1.4 million had been capitalized, in accordance with
Emerging Issues Task Force Issue No. 00-02, "Accounting for Web Site Development
Costs," for costs associated with the customization and deployment of an
enhanced version of GigaWeb. This version of GigaWeb was completed and
successfully launched in July 2001. Giga expects its aggregate capital spending
in fiscal 2002 to be approximately $700,000.

         Cash used in financing activities was $2.6 million for the nine months
ended September 30, 2002 compared to cash provided by financing activities of
$1.8 million for the nine months ended September 30, 2001. The cash used in
financing activities was primarily due to the net repayments of short-term
borrowings under the Accounts Receivable Financing Agreement, offset by a
decrease in the proceeds received from the exercise of stock options and from
the employee stock purchase plan, which both result in the issuance of Giga's
common stock.

         As of September 30, 2002, there were no borrowings outstanding pursuant
to the accounts receivable financing agreement, dated April 7, 2000, between
Giga and a bank (the "Accounts Receivable Financing Agreement"), which Giga
renewed on March 27, 2002 (the "2002 Financing Agreement"). Giga was in
compliance with the financial covenants of the 2002 Financing Agreement as of
September 30, 2002.

         In April 2001, Giga renewed its Accounts Receivable Financing Agreement
for a second one-year period (the "Financing Agreement"). As a result of Giga's
non-compliance with the financial covenants of the Financing Agreement, Giga
entered into a Loan Modification and Forbearance Agreement in August 2001 (the
"August Forbearance Agreement"). In September 2001, upon execution of the August
Forbearance Agreement, Giga issued warrants to the bank to purchase 300,000
shares of Giga common stock. The warrants are exercisable at any time at $0.97
per share and are scheduled to expire on September 5, 2008. The estimated fair
value of the warrants at the time of issuance was approximately $231,000, which
was recorded as deferred financing costs and are included, net of accumulated
amortization, in prepaid expenses and other current assets on Giga's
Consolidated Balance Sheet at December 31, 2001. These costs were amortized over
the remaining seven months of the original term of the renewed Financing
Agreement and were fully amortized as of March 31, 2002. Giga recognized charges
of $99,000 for the amortization of the financing costs during the first quarter
of 2002. None of these warrants had been exercised as of September 30, 2002.

         As a result of Giga's continued non-compliance with the financial
covenants of the Financing Agreement, Giga entered into a second Loan
Modification and Forbearance Agreement in November 2001 (the "November
Forbearance Agreement"). Loans under the November Forbearance Agreement bore
interest at the bank's prime rate plus 5.5% and the bank charged a monthly
collateral handling fee of 0.875% on the average daily financed receivable
balance outstanding. Subsequent to December 31, 2001, the bank continued to
advance funds to Giga pursuant to the terms of the November Forbearance
Agreement, which allowed Giga to finance up to a maximum of $3.125 million of
eligible accounts receivable, as defined by the Financing Agreement, at an
advance rate not to exceed 80%.

         An outstanding short-term borrowing balance of $2.5 million remained as
of December 31, 2001. During the first quarter of 2002, Giga pledged $1.9
million of accounts receivable as collateral and received proceeds of $1.5
million. Giga repaid a total of $4.0 million during the first quarter of 2002,
leaving no borrowings outstanding as of March 31, 2002.

         On March 27, 2002, Giga renewed the Financing Agreement for a third
one-year period, entering into the 2002 Financing Agreement, under which it can
finance up to a maximum of $5.0 million of eligible accounts receivable, as
defined by the 2002 Financing Agreement, at an advance rate not to exceed 80%.


                                       20
<PAGE>
Upon execution of the 2002 Financing Agreement, Giga paid fees totaling $37,500.
Loans under the 2002 Financing Agreement bear interest at the bank's prime rate
plus 1.0%. The bank charges a monthly collateral handling fee of 0.25% on the
average daily financed receivable balance outstanding. There were no borrowings
pursuant to the 2002 Financing Agreement outstanding as of September 30, 2002.

         The 2002 Financing Agreement is collateralized by substantially all of
Giga's tangible and intangible assets, including intellectual property. Giga is
subject to various financial covenants under the 2002 Financing Agreement,
including the requirement to maintain a minimum adjusted quick ratio, a ratio of
quick assets, which includes unrestricted cash, cash equivalents and net billed
receivables, to current liabilities minus deferred revenue, of 1.4 to 1.0 on a
quarterly basis, with the exception of the second fiscal quarter of 2002, where
an adjusted quick ratio of 1.25 to 1.0 is permitted. Giga is also required to
achieve a minimum net income of $1.00 on a quarterly basis, subject to a
one-time permissible quarterly net loss of $100,000. Giga was in compliance with
both of these financial covenants at September 30, 2002.

         In August 2001, Giga's wholly-owned subsidiary in the United Kingdom,
Giga Information Group Ltd., established an Overdraft Facility (the "Overdraft
Facility") with a bank, under which it could borrow up to 100,000 British
pounds. Upon execution of the Overdraft Facility, Giga Information Group, Ltd.
paid fees totaling 1,000 British pounds. Borrowings under the Overdraft Facility
bore interest at the bank's base rate plus 1.5%. In December 2001, the terms of
the Overdraft Facility were amended. Upon execution of the amended Overdraft
Facility, Giga Information Group, Ltd. paid fees totaling 500 British pounds.
The terms of the amended Overdraft Facility maintained the existing interest
rate and allowed Giga Information Group, Ltd. to borrow an additional 100,000
British pounds, for a total of up to 200,000 British pounds, through March 31,
2002. The Overdraft Facility was originally scheduled to expire in July 2002. In
July 2002, the bank extended the terms of the Overdraft Facility, allowing Giga
Information Group, Ltd. to borrow up to 100,000 British pounds through September
2002. Giga Information Group, Ltd. is currently in the process of renewing the
Overdraft Facility. There were no borrowings outstanding under the Overdraft
Facility at September 30, 2002.

         Giga believes that its existing cash and cash equivalents, cash
expected to be generated from operations, and cash available from the 2002
Financing Agreement, net of repayments on short-term borrowings, will be
sufficient to fund Giga's cash needs at least through the fourth fiscal quarter
of 2003. However, Giga had a negative working capital balance of $17.5 million
and an accumulated deficit of $95.4 million at September 30, 2002. In recent
years, Giga has funded its working capital needs and net operating losses
primarily from cash receipts from subscription services delivered in future
months. In the event that Giga continues to experience declines in its
subscription renewals and new business or otherwise encounters difficulties in
collecting accounts receivable or billing and collecting unbilled accounts
receivable, it may not be able to continue to fund its operations through
working capital resources. Furthermore, in the event that Giga does not maintain
quarterly profitability and the financial metrics specified in the 2002
Financing Agreement, Giga would be in default of the covenants of the 2002
Financing Agreement, which could result in the outstanding amounts, if any,
becoming immediately due, and the need for Giga to seek additional financing to
fund operations. Similarly, if the 2002 Financing Agreement, which expires at
the end of the first quarter of 2003, is not extended, Giga may be required to
seek additional financing to fund operations. If necessary, Giga will consider
various sources of additional financing, including but not limited to, private
placements of debt or equity securities, which could result in dilution to
Giga's stockholders, the sale of assets and strategic alliances, but there can
be no assurance that such financing would be available to Giga on terms that are
acceptable, if at all. If adequate funds are not available, Giga may be required
to reduce its fixed costs and delay, scale back or eliminate certain of its
services, any of which could have a material adverse effect on Giga's business,
financial condition or results of operations. There can be no assurance,
however, that Giga would be able to obtain financing or sufficiently scale back
operations to provide the liquidity necessary for Giga to continue its
operations.


RECENTLY ISSUED ACCOUNTING STANDARDS

         In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 rescinds SFAS No 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements," and
SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145
also amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency


                                       21
<PAGE>
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have the same economic effects
as 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
provisions of this Statement related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002. The provisions of this
Statement related to SFAS No. 13 are effective for transactions occurring after
May 15, 2002. All other provisions of this Statement are effective for financial
statements issued on or after May 15, 2002. Giga's adoption of SFAS No. 145 has
not had, and is not expected to have, a significant effect on its financial
position or its results of operations.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 is
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. Management of Giga is currently
assessing the impact that the adoption of SFAS No. 146 will have on Giga's
financial position and results of operations and plans to adopt this Statement
on January 1, 2003.


GENERAL RISKS AND UNCERTAINTIES

GIGA HAS A HISTORY OF PRIOR LOSSES AND NEGATIVE WORKING CAPITAL.  A FAILURE TO
PRODUCE POSITIVE  OPERATING  RESULTS COULD AFFECT GIGA'S LIQUIDITY AND ITS
ABILITY TO OBTAIN FINANCING ON ACCEPTABLE TERMS.

         Giga incurred net losses of $2.4 million, $8.2 million and $17.3
million for the years ended December 31, 2001, 2000 and 1999, respectively and
had a negative working capital balance of $17.5 million and an accumulated
deficit of $95.4 million at September 30, 2002. In recent years, Giga has funded
its working capital needs and net operating losses primarily from cash receipts
from subscription services delivered in future periods. In the event that Giga
experiences continued declines in its subscription renewals and new business,
Giga may not be able to continue to fund its operations through working capital
resources.

         Although Giga recorded net income of $2.2 million for the nine months
ended September 30, 2002, and net income of $972,000 and $534,000 for the three
months ended December 31, 2001 and September 30, 2001, respectively, there can
be no assurance that profitability will be sustained. Giga's ability to maintain
profitability depends on a number of factors, including, among other things,
increasing revenues, reducing costs, maintaining current customers, attracting
new customers, implementing its business strategies, and other factors, many of
which are outside Giga's control. In the event that Giga does not maintain
quarterly profitability and the financial metrics specified in the 2002
Financing Agreement, Giga would be in default of the financial covenants of the
2002 Financing Agreement, which could result in the outstanding borrowing
amounts, if any, becoming immediately due, and the need for Giga to seek
additional financing to fund operations. There can be no assurance that Giga
would be able to obtain financing on acceptable terms, which could cause a
material adverse effect on Giga's business, results of operations and financial
position. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."

IF GIGA IS UNABLE TO SUCCESSFULLY MAINTAIN ITS SUBSCRIPTION RENEWAL RATES, IT
COULD ADVERSELY AFFECT GIGA'S PROFITABILITY.

         Giga derived approximately 87% of its total revenues from its
subscription-based services for the nine months ended September 30, 2002 and
2001. Giga's client retention rate decreased to 70% as of September 30, 2002
from 80% as of September 30, 2001. Giga operates in a rapidly evolving market
and its ability to renew subscriptions is subject to a number of factors,
including Giga's ability to deliver consistent, high-quality, and timely
research and analysis to its clients and to anticipate market trends and the
changing needs of its clients. If Giga is unable to successfully maintain its
subscription renewal rates, it could have a material adverse effect on Giga's
profitability.

                                       22
<PAGE>
INCREASED COMPETITION COULD CAUSE GIGA TO LOSE MARKET SHARE AND ADVERSELY AFFECT
ITS REVENUES AND PROFITABILITY.

         Giga faces competition from a significant number of independent
providers of information products and services, including competitors with
considerably greater financial resources and market share than Giga, as well as
the internal marketing and planning organizations of its clients. Giga also
competes indirectly against consulting firms and other information providers,
including electronic and print media companies. These indirect competitors could
choose to compete directly with Giga in the future. In addition, limited
barriers to entry exist in the market in which Giga competes. As a result,
additional new competitors may emerge and existing competitors may start to
provide additional or complementary services. Increased competition may result
in loss of market share, diminished value in Giga's products and services,
reduced pricing and increased marketing expenditures, which could have a
material adverse effect on Giga's revenues and profitability.

GIGA'S FUTURE SUCCESS DEPENDS ON ITS ABILITY TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL.

         Giga's future success depends heavily upon the quality of its research
analysts, sales personnel, consultants and other personnel. Its future operating
results, therefore, are dependent, in part, upon its ability to retain the
services of these people and to attract personnel from a limited pool of
qualified applicants. Giga faces intense competition in hiring and retaining
qualified professionals from, among others, technology-related companies, market
research firms, consulting firms and electronic and print media companies. Any
failure to retain key personnel or hire additional qualified personnel, as may
be required to support the evolving needs of clients or growth in Giga's
business, could adversely affect the quality of Giga's products and services,
and, therefore, its future business and operating results.

IF GIGA IS UNABLE TO MANAGE ITS FUTURE GROWTH EFFECTIVELY, IT COULD ADVERSELY
AFFECT THE QUALITY OF ITS PRODUCTS AND SERVICES.

         Since inception, Giga's operations have changed substantially due to
the expansion and growth of its business. Growth places significant demands on
Giga's management, administrative, operational and financial resources and
systems. Giga's ability to effectively manage growth will require it to continue
to develop and improve its management, administrative, operational and financial
resources and systems. Giga must also continue to expand its business
development capabilities and continue to train, motivate and manage its
employees. If Giga is unable to effectively manage its future growth, the
quality of Giga's services and products, its retention of key employees, its
results of operations, and its financial condition could be materially adversely
affected.

IF GIGA DOES NOT CONTINUE TO SUCCESSFULLY ENHANCE EXISTING PRODUCTS AND SERVICES
OR DEVELOP NEW PRODUCTS AND SERVICES, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON
ITS REVENUES AND PROFITABILITY.

         The market for Giga's products and services is characterized by rapidly
changing needs for information and analysis. To maintain its competitive
position, Giga must continue to successfully enhance and improve its products
and services, develop or acquire new products and services in a timely manner,
and appropriately position and price products and services. Moreover, the
process of internally researching, developing, launching, and gaining client
acceptance of a new product or service is inherently risky and costly. Any
failure to successfully develop new products and services could have a material
adverse effect on Giga's revenues and profitability.

GIGA'S ABILITY TO OPERATE ITS BUSINESS EFFECTIVELY COULD BE IMPAIRED IF IT LOSES
KEY MANAGEMENT PERSONNEL.

         Giga manages its business with a number of key management personnel,
the loss of a number of who could have a material adverse effect on Giga's
ability to maintain and grow its business. In addition, as its business develops
and expands, Giga believes that its future success will depend greatly on its
continued ability to attract and retain highly skilled and qualified management
personnel. There is no assurance that key management personnel will continue to
be employed by Giga or that it will be able to attract or retain qualified
management personnel in the future. Some of the personnel that Giga attempts to
hire are subject to non-competition agreements that could impede its short-term
recruitment efforts. Giga does not have "key man" insurance to cover its


                                       23
<PAGE>
executive officers. Failure to retain or attract key management personnel could
have a material adverse effect on Giga's business, results of operations or
financial position.

GIGA'S QUARTERLY OPERATING RESULTS MAY FLUCTUATE IN THE FUTURE.

         Giga's quarterly operating income may fluctuate in the future as a
result of a number of factors, including the timing of the execution of research
contracts, the performance of consulting engagements, the timing of events and
conferences, the amount of new business generated by Giga, the mix of domestic
and international business, changes in market demand for Giga's products and
services, the timing of the development, introduction and marketing of new
products and services, and competition in the industry. As a result, Giga's
operating results in any quarter may not necessarily be a good indicator of its
operating results for any future period.

IF GIGA IS UNABLE TO SUCCESSFULLY MANAGE THE RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS, ITS BUSINESS COULD BE ADVERSELY AFFECTED.

         Net revenues attributable to international clients represented
approximately 17% of Giga's total revenues for the nine months ended September
30, 2002 compared to 18% for the nine months ended September 30, 2001. Giga's
operating results are subject to the risks inherent in international business
activities, including general political and economic conditions in each country,
changes in market demand as a result of exchange rate fluctuations and tariffs,
challenges in staffing and managing foreign operations, changes in regulatory
requirements, compliance with numerous foreign laws and regulations, different
or overlapping tax structures, higher levels of U.S. taxation on foreign income,
and the difficulty of enforcing client agreements and protecting intellectual
property rights in international jurisdictions. If Giga is unable to
successfully manage the risks associated with international operations, such an
inability could adversely affect Giga's business and financial results.







                                       24
<PAGE>
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         Interest Rate Exposure

         Giga's exposure to market risk for changes in interest rates relates
primarily to borrowings under the 2002 Financing Agreement. Pursuant to the 2002
Financing Agreement, interest is computed on outstanding borrowings at the
bank's prime rate plus 1.0%. As of September 30, 2002, there were no borrowings
outstanding under the 2002 Financing Agreement. Giga believes that a near-term
change in interest rates would not have a material effect on Giga's consolidated
results of operations or financial position.

         Investment Exposure

         Giga is exposed to market risk as it relates to changes in the market
value of its long-term investments. As of September 30, 2002, Giga had long-term
investments totaling $1,240,000, of which GigaGroup S.A. represents $1,215,000.
These investments are inherently risky because the companies in which Giga has
invested are not publicly traded, which makes determining the fair value of the
investments difficult. Future adverse changes in market conditions or poor
operating results of underlying investments could result in losses or an
inability to recover the carrying value of the investments that may not be
reflected in the investment's carrying value, thereby possibly requiring an
impairment charge in the future.

         Currency Rate Exposure

         Giga is exposed to two market risks related to foreign currency
exchange rates: translation risk and transaction risk. Assets and liabilities of
foreign operations are translated to U.S. dollars at the exchange rates in
effect at the balance sheet date. The resulting translation adjustments are
recorded as a component of accumulated other comprehensive income in the
stockholders' deficit section of the Consolidated Balance Sheets. Giga's foreign
subsidiaries generally collect revenues and pay expenses in currencies other
than the U.S. dollar. Since the functional currency of Giga's foreign
subsidiaries is generally the local currency, foreign currency translation
adjustments are reflected as a component of stockholders' deficit and do not
impact operating results. Revenues and expenses in foreign currencies translate
into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar
weakens or strengthens against other currencies. Therefore, changes in exchange
rates may negatively affect Giga's consolidated revenues and expenses (as
expressed in U.S. dollars) from foreign operations. Currency transaction gains
or losses arising from transactions in currencies other than the functional
currency are included in results of operations. Giga currently has not entered
into any foreign currency forward exchange contracts or other derivative
financial instruments to hedge the effects of adverse fluctuations in foreign
currency exchange rates.





                                       25
<PAGE>
ITEM 4.   CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

     Based on their evaluation of Giga's disclosure controls and procedures
conducted within 90 days of the date of filing this report on Form 10-Q, Giga's
Chief Executive Officer and the Chief Financial Officer have concluded that as
of the date of their evaluation, Giga's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) promulgated under the Securities
Exchange Act of 1934, as amended) are effective.

(b)      Changes in Internal Controls

     Giga's Chief Executive Officer, Chief Financial Officer, and Giga have
concluded that there were no significant changes in Giga's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.











                                       26
<PAGE>
PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At Giga's Annual Meeting of Stockholders held on July 29, 2002, three
directors were elected, the Giga 1999 Share Incentive Plan was amended, the Giga
1997 Director Option Plan was amended and the appointment of
PricewaterhouseCoopers LLP as Giga's independent auditors for the 2002 fiscal
year was ratified. The following is a tabulation of the voting with respect to
the foregoing matters.

<TABLE>
<S>                                        <C>               <C>               <C>
(a)      Election of Directors:

         Nominee                               For            Against           Abstain
         -------                               ---            -------           -------
         A.G.W. Biddle, III                 7,422,912         337,810              0
         Neill H. Brownstein                7,422,912         337,810              0
         Robert K. Weiler                   7,422,912         337,810              0

(b)      Approval of amendments to the Giga 1999 Share Incentive Plan:

                                               For            Against           Abstain
                                               ---            -------           -------
                                            2,799,934         453,723             4,931

(c)      Approval of amendment to the Giga 1997 Director Option Plan:

                                               For            Against           Abstain
                                               ---            -------           -------
                                            2,768,414         485,243             4,931

(d)      Ratification of the appointment of PricewaterhouseCoopers LLP
         as independent auditors for the 2002 fiscal year:

                                               For            Against           Abstain
                                               ---            -------           -------
                                            7,747,818         11,454              1,450
</TABLE>

         Richard L. Crandall and David L. Gilmour (each of whose term expires in
the year 2003) and Michael E. Faherty and John B. Landry (each of whose term
expires in the year 2004) are Giga's incumbent directors.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)       Exhibits


          10.1      Consulting Agreement, dated as of August 29, 2002, between
                    the Registrant and Richard L. Crandall

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

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


          (b)       Reports on Form 8-K

         Giga filed a Current Report on Form 8-K, dated July 17, 2002,
pertaining to a press release announcing Giga's results of operations for the
three and six months ended June 30, 2002.


                                       27
<PAGE>
     Giga filed a Current Report on Form 8-K, dated August 30, 2002, pertaining
to a press release announcing the resignation of Chairman, President and CEO,
Robert K. Weiler.





















                                       28
<PAGE>
                                    SIGNATURE


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


                                             GIGA INFORMATION GROUP, INC.

              October 31, 2002               By:  VICTORIA M. LYNCH
                                             ---------------------------------
                                             Victoria M. Lynch
                                             Senior Vice President,
                                             Chief Financial Officer,
                                             Secretary and Treasurer
                                             (Principal Financial and
                                             Accounting Officer)












                                       29
<PAGE>
                                 CERTIFICATIONS


I, Robert K. Weiler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Giga Information
Group Inc.;

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

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

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

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

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

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

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

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

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

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


Date: October 31, 2002

                                                ROBERT K. WEILER
                                                -------------------------------
                                                Name: Robert K. Weiler
                                                Title: Chief Executive Officer


                                       30
<PAGE>
I, Victoria M. Lynch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Giga Information Group
Inc.;

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

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

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

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

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

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

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

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

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

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


Date: October 31, 2002
                                                VICTORIA M. LYNCH
                                                ------------------------------
                                                Name: Victoria M. Lynch
                                                Title: Chief Financial Officer


                                       31
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION OF DOCUMENTS
------            ------------------------

10.1              Consulting Agreement, dated as of August 29, 2002, between
                  the Registrant and Richard L.Crandall

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

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














                                       32