================================================================================

                                  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
                  March 31, 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 May 8, 2002, there were 10,689,571 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 MARCH 31, 2002

<TABLE>
<CAPTION>
                                      INDEX

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

                     Consolidated Statements of Operations for the three months
                               ended March 31, 2002 (unaudited) and March 31, 2001 (unaudited)             3.

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

                     Consolidated Statements of Cash Flows for the three months
                               ended March 31, 2002 (unaudited) and March 31, 2001 (unaudited)             5.

                     Notes to Consolidated Financial Statements (unaudited)                                6.

           Item 2.   Management's Discussion and Analysis of Financial Condition and
                               Results of Operations                                                      11.

           Item 3.   Quantitative and Qualitative Disclosures About Market Risk                           22.


PART II - OTHER INFORMATION


           Item 6.   Exhibits and Reports on Form 8-K                                                     23.


SIGNATURE PAGE                                                                                            24.

</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
                                                                                     MARCH 31,
                                                                               2002             2001
                                                                         -----------------------------------
<S>                                                                       <C>              <C>
Revenues:
    Research, advisory and consulting                                     $       15,224   $       16,472
    Other, principally events                                                        465            1,061
                                                                         -----------------------------------

    Total revenues                                                                15,689           17,533

Costs and expenses:
    Cost of services                                                               5,966            7,195
    Sales and marketing                                                            5,036            7,568
    Research and development                                                         266              254
    General and administrative                                                     2,275            2,081
    Depreciation and amortization                                                    939              848
                                                                         -----------------------------------

    Total costs and expenses                                                      14,482           17,946
                                                                         -----------------------------------

Income (loss) from operations                                                      1,207             (413)
                                                                         -----------------------------------

Interest income                                                                        8               30
Interest expense                                                                     (66)             (18)
Foreign exchange loss                                                                (33)             (84)
                                                                         -----------------------------------

    Income (loss) from operations before income taxes                              1,116             (485)
Income tax benefit
                                                                                       -              (20)
                                                                         -----------------------------------

Net income (loss)                                                         $        1,116   $         (465)
                                                                         ===================================

Earnings (loss) per common share
    Basic                                                                 $         0.10   $        (0.04)
    Diluted                                                               $         0.10   $        (0.04)

Weighted average common shares outstanding
    Basic                                                                     10,672,758       10,482,925
    Diluted                                                                   11,594,820       10,482,925

</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>
                                                                                         MARCH 31,         DECEMBER 31,
                                                                                           2002                2001
                                                                                     -----------------  -------------------
                                                                                       (UNAUDITED)
<S>                                                                                  <C>                <C>
                                     ASSETS
Current assets:
    Cash and cash equivalents                                                         $       1,483       $      1,118
    Restricted cash                                                                              14                 57
    Trade accounts receivable, net of allowances of $1,171 and $1,128 at
       March 31, 2002 and December 31, 2001, respectively                                    15,855             15,879
    Pledged accounts receivable                                                                   -              3,128
    Unbilled accounts receivable                                                              5,209              5,588
    Prepaid expenses and other current assets                                                 4,057              4,186
                                                                                     -----------------  -------------------
       Total current assets                                                                  26,618             29,956
Restricted cash                                                                                 662                620
Unbilled accounts receivable                                                                    915              1,399
Property and equipment, net                                                                   4,900              5,770
Other assets                                                                                  2,016              2,011
                                                                                     -----------------  -------------------
       Total assets                                                                   $      35,111      $      39,756
                                                                                     =================  ===================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Short-term borrowings                                                             $           -      $       2,507
    Current portion of capitalized lease obligations                                            331                325
    Accounts payable                                                                          2,079              3,841
    Deferred revenues                                                                        36,473             36,601
    Accrued expenses and other current liabilities                                            6,653              7,593
                                                                                     -----------------  -------------------
       Total current liabilities                                                             45,536             50,867
Capitalized lease obligations, net of current portion                                           169                254
Deferred revenues                                                                             1,541              2,024
                                                                                     -----------------  -------------------
       Total liabilities                                                                     47,246             53,145

Stockholders' deficit:
Preferred Stock, $0.001 par value; 5,000,000 shares authorized at March 31, 2002
    and December 31, 2001, no shares issued and outstanding at March 31, 2002
    and December 31, 2001                                                                         -                  -
Common Stock, $0.001 par value: 60,000,000 shares authorized at March 31, 2002
    and December 31, 2001, 10,672,911 and 10,666,021 shares issued and
    outstanding at March 31, 2002 and December 31, 2001, respectively                            11                 11
Additional paid-in capital                                                                   82,908             82,899
Deferred compensation                                                                           (43)               (67)
Accumulated deficit                                                                         (96,536)           (97,652)
Accumulated other comprehensive income                                                        1,525              1,420
                                                                                     -----------------  -------------------
       Total stockholders' deficit                                                          (12,135)           (13,389)
                                                                                     -----------------  -------------------
       Total liabilities and stockholders' deficit                                    $      35,111     $       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>
                                                                                                         THREE MONTHS ENDED
                                                                                                             MARCH 31,
                                                                                                   -------------------------------
                                                                                                        2002           2001
                                                                                                   -------------------------------
<S>                                                                                                <C>            <C>
Cash flows from operating activities:
    Net income (loss)                                                                               $     1,116    $       (465)
    Adjustments to reconcile net income (loss) to cash provided by operating activities:
       Depreciation and amortization                                                                        939             848
       Amortization of deferred financing costs                                                              99              21
       Provision for doubtful accounts                                                                      143              (2)
       Compensation expense related to stock options                                                         24              39
       Gain on sale of fixed assets                                                                           -              (1)
       Change in assets and liabilities:
          Decrease in billed and unbilled accounts receivable                                             3,765           5,111
          Decrease (increase) in prepaid expenses and other current assets                                  117             (21)
          Increase in other assets                                                                           (6)             (6)
          (Decrease) increase in deferred revenues                                                         (508)            699
          Decrease in accounts payable and accrued liabilities                                           (2,150)         (3,955)
                                                                                                   -------------------------------
             Cash provided by operating activities                                                        3,539           2,268
                                                                                                   -------------------------------

Cash flows from investing activities:
    Acquisition of equipment and improvements                                                               (78)         (1,133)
    Cash paid to former shareholder of
    Gigaweb Information Group, Ltd.                                                                        (513)              -
    Other, net                                                                                                -               1
                                                                                                   -------------------------------
             Cash used in investing activities                                                             (591)         (1,132)
                                                                                                   -------------------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock under option plans                                                 -              22
    Proceeds from issuance of common stock under employee stock purchase plan                                 9              39
    Net payments for short-term borrowings under Accounts Receivable Financing Agreement                 (2,507)         (1,352)
    Principal payments under capital lease obligations                                                      (79)            (76)
                                                                                                   -------------------------------
             Cash used in financing activities                                                           (2,577)         (1,367)
                                                                                                   -------------------------------


Effect of exchange rates on cash                                                                             (6)            (49)
                                                                                                   -------------------------------
Net increase (decrease) in cash and cash equivalents                                                         365           (280)
Cash and cash equivalents, beginning of period                                                             1,118          1,640
                                                                                                   -------------------------------
Cash and cash equivalents, end of period                                                            $      1,483    $     1,360
                                                                                                   ===============================

Noncash investing and financing activities:
    Purchase of assets under capital lease obligations                                              $          -    $       530

</TABLE>

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


                                        5
<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 March 31, 2002 and for the three months
ended March 31, 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.         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).

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          -------------------------------
                                                               2002           2001
                                                          -------------------------------
<S>                                                        <C>             <C>
Net income (loss)                                          $      1,116   $        (465)
Basic weighted average common shares outstanding                 10,673          10,483
Dilutive effect of stock options                                    753               -
Dilutive effect of warrants                                         169               -
                                                          -------------------------------
Diluted weighted average common shares outstanding               11,595          10,483
                                                          ===============================

Basic earnings (loss) per common share                     $       0.10   $       (0.04)
Diluted earnings (loss) per common share                   $       0.10   $       (0.04)

</TABLE>


           Stock options and warrants to purchase 2,614,803 shares of common
stock for the first three months of 2002 were outstanding but were not included
in the computation of diluted earnings per share because the price of these
stock 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 first three
months of 2001, no stock options or warrants were included in the computation of
diluted loss per share, as their effect would have been antidilutive.


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


3.         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 March 31,
2002 and 2001, accumulated other comprehensive income was comprised solely of
cumulative foreign currency translation adjustments, which is reflected in the
table below (in thousands).


<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          -------------------------------
                                                               2002           2001
                                                          -------------------------------
<S>                                                        <C>            <C>
Net income (loss)                                          $      1,116   $        (465)
    Other comprehensive income, net of tax:
           Foreign currency translation adjustment                  105              89
                                                          -------------------------------
Comprehensive income (loss)                                $      1,221   $        (376)
                                                          ===============================
</TABLE>


4.         New Accounting Pronouncements

           In June 2001, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets and supersedes APB Opinion No. 17, "Intangible Assets." This
Statement addresses how intangible assets that are acquired individually or with
a group of assets (but not those acquired in a business combination) should be
accounted for in financial statements upon their acquisition. This Statement
also addresses how goodwill and other intangible assets should be accounted for
after they have been initially recognized in the financial statements. SFAS No.
142 is effective for fiscal years beginning after December 15, 2001. Goodwill
and intangible assets acquired after June 30, 2001 were subject immediately to
the nonamortization and amortization provisions of SFAS No. 142. Giga has
completed the transitional impairment test on its goodwill balance of $665,000
as of January 1, 2002 and determined that the adoption of SFAS No. 142 did not
have a significant effect on its financial position or its results of
operations.

           In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and provides a single accounting model for long-lived
assets to be disposed of. This Statement is effective for fiscal years beginning
after December 15, 2001. Giga's adoption of SFAS No. 144 did not have a
significant effect on its financial position or its results of operations.

           In January 2002, the Emerging Issues Task Force reached a final
consensus on Issue No. 01-14, "Income Statement Characterization of
Reimbursements Received for "Out-of-Pocket" Expenses Incurred" ("EITF 01-14"),
formerly EITF Abstracts, Topic No. D-103. In their final consensus, the Task
Force concluded that reimbursements received for out-of-pocket expenses incurred
should be characterized as revenue in the statement of operations. Giga incurs
incidental expenses in the delivery of its services that in practice are
commonly referred to as "out-of-pocket" expenses. These expenses include, but
are not limited to, travel and related charges. Accordingly, Giga adjusted
revenue for all periods reported to include the out-of-pocket expenses.
Previously, these out-of-pocket expense reimbursements were classified as a
reduction of costs of services. This change in classification had no effect on
the current or previously reported net income (loss) or earnings (loss) per
share.


                                       7
<PAGE>
                          GIGA INFORMATION GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (UNAUDITED)


5.         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 a total restructuring charge of
$439,000 and $183,000 for the year ended December 31, 2001 and 2000,
respectively, for employee benefit costs related to severance packages for
terminated employees, facility costs and other exit activity costs. As of
December 31, 2001, the remaining provision balance was $21,000. No amounts were
paid or charged against this provision during the three months ended March 31,
2002. Giga expects to complete the exit activities by the end of the second
quarter of 2002.

           During the year ended December 31, 2001, Giga recorded a total
restructuring charge of $890,000 for involuntary employee benefit costs 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.
As of December 31, 2001, the remaining provision balance was $50,000. Giga paid
approximately $43,000 against this provision during the first three months of
2002, leaving a remaining provision balance of approximately $7,000 as of March
31, 2002. Giga expects to pay the remaining costs associated with the staff
reductions by the end of the second quarter of 2002.


6.         Borrowings

Accounts Receivable Financing Agreement

           In April 2001, Giga renewed its Accounts Receivable Financing
Agreement, dated April 7, 2000, with a bank, 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 approximately $2.5 million remained as of
December 31, 2001. During the three months ended March 31, 2002, Giga pledged
approximately $1.9 million of accounts receivable as collateral and received
proceeds of approximately $1.5 million. Giga repaid a total of approximately
$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 (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.

           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


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

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 March
31, 2002. There were no borrowings pursuant to the 2002 Financing Agreement
outstanding as of March 31, 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 can borrow up to 100,000 British pounds.
The Overdraft Facility is scheduled to expire in July 2002. Upon execution of
the Overdraft Facility, Giga paid fees totaling 1,000 British pounds. Borrowings
under the Overdraft Facility bear interest at the bank's base rate plus 1.5%. In
December 2001, the terms of the Overdraft Facility were amended. 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. Upon execution
of the amended Overdraft Facility, Giga paid fees totaling 500 British pounds.
Giga Information Group, Ltd. is currently in the process of renewing the amended
Overdraft Facility in order to maintain the ability to borrow the additional
100,000 British pounds, for a total of up to 200,000 British pounds. There were
no borrowings outstanding under the Overdraft Facility at March 31, 2002.


7.         Warrants

           In September 2001, upon execution of the August Forbearance Agreement
discussed in Note 6, 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 approximately $99,000 for the amortization of the financing costs during the
three months ended March 31, 2002. None of these warrants had been exercised as
of March 31, 2002.


8.         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.


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

           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 months ended March 31,
2002 and 2001 and Giga's reported total assets as of March 31, 2002 and December
31, 2001, respectively (in thousands).


<TABLE>
<CAPTION>
                                        REVENUES                                   TOTAL ASSETS
                        -----------------------------------------     ----------------------------------------
                              THREE MONTHS ENDED MARCH 31,                 MARCH 31,         DECEMBER 31,
                               2002                 2001                     2002                2001
                        -----------------------------------------     ----------------------------------------
<S>                     <C>                                           <C>
United States            $          12,907   $          14,389         $          28,679   $          33,008

United Kingdom                       2,303               2,363                     4,433               4,697

Other International                    479                 781                     1,999               2,051
                        -----------------------------------------     ----------------------------------------
      Consolidated       $          15,689   $          17,533         $          35,111   $          39,756
                        =========================================     ========================================

</TABLE>










                                       10
<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 technology information. 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 its Events and
Conferences product line 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 European Community, Canada and Israel. Giga's wholly-owned
subsidiaries in the United Kingdom and Germany manage direct sales personnel in
these and other countries in the European Community. 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, Hong
Kong and Japan through resellers or distributors.


                                       11
<PAGE>
           Substantially all of Giga's revenues from the European Community and
Israel are denominated in foreign currencies, particularly the British pound,
while essentially all of Giga's revenues from Canada are denominated in U.S.
dollars. Revenues from resellers have been, and are expected to continue to be,
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. To date,
however, Giga's cumulative translation adjustments have been slightly favorable,
although there can be no assurance that this trend will continue in the future.
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 March 31, 2002, Revenue Run Rate decreased approximately 6%
to $66.6 million from $70.7 million at March 31, 2001. Annualized Value at March
31, 2002 decreased approximately 7% to $65.5 million from $70.1 million at March
31, 2001.

           A majority of Giga's contracts renew automatically unless the
customer cancels the subscription. Giga's experience is that substantial
portions 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 March 31,
2002 and lower anticipated growth rates for the advisory services industry,
these accounts may decrease during fiscal year 2002.

           Giga's operating expenses consist of cost of services, sales and
marketing, research and development, general and administrative, 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. 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 a total restructuring charge of
$439,000 and $183,000 for the year ended December 31, 2001 and 2000,
respectively, for employee benefit costs related to severance packages for
terminated employees, facility costs and other exit activity costs. As of
December 31, 2001, the remaining provision balance was $21,000. No amounts were
paid or charged against this provision during the three months ended March 31,
2002. Giga expects to complete the exit activities by the end of the second
quarter of 2002.

           During the year ended December 31, 2001, Giga recorded a total
restructuring charge of $890,000 for involuntary employee benefit costs 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.
As of December 31, 2001, the remaining provision balance was $50,000. Giga paid
approximately $43,000 against this provision during the first three months of
2002, leaving a remaining provision balance of approximately $7,000 as of March
31, 2002. Giga expects to pay the remaining costs associated with the staff
reductions by the end of the second quarter of 2002.


                                       12
<PAGE>
CRITICAL ACCOUNTING POLICIES

           Giga has identified the policies below as critical to its business
operations and the understanding of its results of operations. The preparation
of Giga's interim Consolidated Financial Statements in conformity with generally
accepted accounting principles for interim financial information requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, Giga evaluates its estimates,
including those related to bad debts and sales cancellations, goodwill,
investments, restructuring, income taxes, contingencies and litigation. Actual
results may differ from these estimates under different assumptions or
conditions.

Revenue and Commission Expense Recognition

           Giga's revenue recognition policy is critical because revenue is a
key component of Giga's results of operations and revenue recognition determines
the timing of various expenses, such as commission expense. Giga typically sells
its principal product, Advisory Service, through annual contracts that generally
provide for payment at the commencement of the contract period. A portion of
these contracts, however, is billed semi-annually, quarterly or monthly. Amounts
billed in advance of services provided are reflected in Giga's financial
statements as deferred revenues and are recognized monthly on a pro-rata basis
over the term of the contract. Giga recognizes revenues from project consulting,
Web Site ScoreCard and TEI as such services are completed and revenues from
events as they occur. Unbilled receivables, the majority of which are due within
one year, primarily result from deferred billing terms offered in connection
with Giga's annual contracts. Giga also records the related commission
obligation upon acceptance of a contract and amortizes the corresponding
deferred commission to expense over the contract period in which the related
revenues are earned. In the event the customer cancels the contract prior to the
expiration of the contract period, the commission is refundable with respect to
the portion related to the revenue that will not be recognized.

Sales Cancellations and Allowances for Doubtful Accounts

           Giga's management must estimate future sales cancellations related to
current period revenue. Management analyzes historical cancellations, current
economic trends and changes in customer demand and acceptance of Giga's products
and services when evaluating the adequacy of the sales cancellation allowance.
Giga must make significant management judgments and estimates in connection with
establishing the sales cancellation allowance in any accounting period. Material
differences may result in the amount and timing of Giga's revenue for any period
if management made different judgments or utilized different estimates.
Similarly, management must estimate the uncollectability of Giga's accounts
receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer credit-worthiness, current economic trends and
changes in customer payment terms when evaluating the adequacy of the allowance
for doubtful accounts.

Valuation of Goodwill

           Giga recorded goodwill in 2001 in connection with the acquisition of
Gigaweb, Ltd. Giga must periodically evaluate the fair value of the acquired
business for potential impairment indicators. Management's judgment regarding
the existence of impairment indicators is based on the market conditions, the
estimated future cash flows, the Annualized Value and the operational
performance of Gigaweb, Ltd. Future events could cause management to conclude
that impairment indicators exist and that the goodwill associated with the
acquired business is further impaired. Any resulting impairment loss could have
a material adverse effect on Giga's financial condition and its results of
operations. As of March 31, 2002, the goodwill balance was $665,000.

Valuation of Investments

           Giga has long-term investments in companies that are not publicly
traded, which makes determining the value of these investments difficult. Giga
records an investment impairment charge when it believes an investment has
experienced a decline in value that is other than temporary. 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 an investment's current carrying value,


                                       13
<PAGE>
thereby possibly requiring an impairment charge in the future. Any resulting
impairment loss could have a material adverse effect on Giga's financial
condition and its results of operations. As of March 31, 2002, the long-term
investments balance was $1,084,000, of which GigaGroup S.A. represents
$1,059,000.

Income Taxes

           Giga has incurred substantial tax loss carryforwards since its
inception, and acquired certain tax loss carryforwards. Due to the substantial
uncertainties associated with its business, Giga has been unable to conclude
that it is more likely than not that it will realize the deferred tax asset
associated with these tax loss carryforwards. Accordingly, Giga has not
recognized any of this deferred tax asset and it has been fully reserved. As of
March 31, 2002, a valuation allowance of $37,308,000 had been recognized to
offset the deferred tax asset. Future events could cause management to conclude
that it is more likely than not that Giga will realize a portion of the deferred
tax asset. Upon reaching such a conclusion, the valuation allowance will be
reduced and the deferred tax asset will be recognized. Currently, Giga provides
for income taxes only to the extent that it expects to pay cash taxes for
current income.

           The above listing is not intended to be a comprehensive list of all
of Giga's accounting policies. In many cases, the accounting treatment of a
particular transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result. For further
information, refer to Giga's audited consolidated financial statements and notes
thereto included in its Annual Report on Form 10-K, for the year ended December
31, 2001, as filed with the Securities and Exchange Commission, which contain
accounting policies and other disclosures required by generally accepted
accounting principles.








                                       14
<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
                                                                    MARCH 31,
                                                        ------------------------------
                                                             2002           2001
                                                        ------------------------------
<S>                                                     <C>                <C>
Revenues:
    Research, advisory and consulting                              97%            94%
    Other, principally events                                       3%             6%
                                                        ------------------------------

    Total revenues                                                100%           100%
                                                        ==============================

Costs and expenses:
    Cost of services                                               38%            41%
    Sales and marketing                                            32%            43%
    Research and development                                        2%             1%
    General and administrative                                     14%            12%
    Depreciation and amortization                                   6%             5%
                                                        ------------------------------

    Total costs and expenses                                       92%           102%
                                                        ------------------------------

Income (loss) from operations                                       8%           (2%)
                                                        ------------------------------

Interest income                                                      -              -
Interest expense                                                  (1%)              -
Foreign exchange loss                                                -           (1%)
                                                        ------------------------------

    Income (loss) from operations before income taxes               7%           (3%)
Income tax benefit                                                   -              -
                                                        ------------------------------

Net income (loss)                                                   7%           (3%)
                                                        ==============================
</TABLE>


           Generally, the year-on-year decreases in Giga's operating expenses,
expressed as a percentage of total revenues in the table above, are primarily
due to a decrease in expenses resulting from staff reductions and other
cost-cutting initiatives implemented during 2001. During the second, third and
fourth quarters of 2001, Giga terminated a total of 117 employees, 99 of whom
were from North America and 18 of whom were from Europe, across all departments.



                                       15
<PAGE>
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

           Revenues. Total revenues decreased 11% to $15.7 million for the three
months ended March 31, 2002 from $17.5 million for the same three-month period
in 2001. The decrease in total revenues was due to the decrease in both revenues
from research, advisory and consulting and other revenues, principally events.

                    Research, advisory and consulting. Revenues from research,
advisory and consulting decreased 8% to $15.2 million for the three months ended
March 31, 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, which was a result of the impact that the economic downturn
had on customer spending for research and advisory services.

                    Other, principally events. Other revenues, principally
events, decreased 56% to $465,000 for the three months ended March 31, 2002 from
$1.1 million for the same three-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 19% to $14.5
million for the three months ended March 31, 2002 from $17.9 million for the
same three-month period in 2001. The decrease in total costs and expenses was
due to the decrease in cost of services and sales and marketing expenses.

                    Cost of services. Cost of services decreased 17% to $6.0
million for the three months ended March 31, 2002 from $7.2 million for the same
three-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. Cost of services as a percentage of total
revenues declined to 38% for the three months ended March 31, 2002 from 41% of
total revenues for the same period of 2001, primarily due to the decrease in
expenses.

                    Sales and marketing. Sales and marketing expenses decreased
33% to $5.0 million for the three months ended March 31, 2002 from $7.6 million
for the same three-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 first fiscal 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 32% for the
three months ended March 31, 2002 from 43% of total revenues for the same period
of 2001, primarily due to the decrease in expenses.

                    Research and development. Research and development expenses
increased 5% to $266,000 for the three months ended March 31, 2002 from $254,000
for the same three-month period in 2001.

                    General and administrative. General and administrative
expenses increased 9% to $2.3 million for the three months ended March 31, 2002
from $2.1 million for the same three-month period in 2001. The increase was
primarily due to increases in bad debt expense, bank fees on outstanding
short-term borrowing balances, insurance costs and professional fees, offset by
cost savings from the staff reductions made in the second, third and fourth
quarters of 2001.

                    Depreciation and amortization. Depreciation and amortization
expense increased 11% to $939,000 for the three months ended March 31, 2002 from
$848,000 for the same three-month period in 2001. The increase was primarily due
to the amortization of the website development costs for the enhanced version of
GigaWeb that was deployed in July 2001.

           Interest income and expense. Interest income decreased to $8,000 for
the three months ended March 31, 2002 from $30,000 for the same three-month
period in 2001 due to lower cash balances available for investment. Interest
expense increased to $66,000 for the three months ended March 31, 2002 from
$18,000 for the same three-month period in 2001. The increase was primarily due
to the interest expense incurred in connection with the short-term borrowings
made pursuant to an Accounts Receivable Financing Agreement (the "Financing
Agreement"). See Note 6 to the Consolidated Financial Statements.


                                       16
<PAGE>
           Foreign exchange loss/gain. Foreign exchange losses recorded for the
three months ended March 31, 2002 were $33,000 compared to $84,000 for the same
three-month period in 2001 due primarily to unrealized losses related to foreign
currency denominated trade accounts receivable and accounts payable.


LIQUIDITY AND CAPITAL RESOURCES

           At March 31, 2002, Giga had cash and cash equivalents of
approximately $1.5 million, short-term restricted cash of approximately $14,000
and long-term restricted cash of approximately $662,000. Of the total restricted
cash, $576,000 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 approximately $3.5 million
for the three months ended March 31, 2002 compared to $2.3 million for the three
months ended March 31, 2001. The increase in cash provided by operating
activities was due principally to Giga's net income and increases in non-cash
charges such as depreciation and amortization and the provision for doubtful
accounts. These were offset by changes in various balance sheet accounts,
particularly accounts payable and accrued liabilities.

           Cash used in investing activities was approximately $591,000 for the
three months ended March 31, 2002 compared to $1.1 million for the three months
ended March 31, 2001. The decrease in cash used in investing activities was
primarily due to the decrease in purchases of capital items offset by cash paid
to a former shareholder of Gigaweb, Ltd. for Giga's purchase of Gigaweb, Ltd.
that was made on December 31, 2001.

           During the three months ended March 31, 2002, Giga's capital
expenditures totaled approximately $78,000 compared to approximately $1.1
million for three months ended March 31, 2001. Capital expenditures in the first
quarter of 2001 were primarily for the enhancement of its 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 a new enhanced version of GigaWeb. The new
GigaWeb was completed and successfully launched in July 2001. Giga expects its
aggregate capital spending in fiscal 2002 to be approximately $1.0 million.

           Cash used in financing activities was approximately $2.6 million for
the three months ended March 31, 2002 compared to $1.4 million for the three
months ended March 31, 2001. The increase in cash used in financing activities
was primarily due to the net repayments on short-term borrowings under the
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.

           In April 2001, Giga renewed its Accounts Receivable Financing
Agreement, dated April 7, 2000, with a bank, 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 approximately $99,000 for the
amortization of the financing costs during the three months ended March 31,
2002. None of these warrants had been exercised as of March 31, 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


                                       17
<PAGE>
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 short-term borrowing balance of approximately $2.5
million remained as of December 31, 2001. During the three months ended March
31, 2002, Giga pledged approximately $1.9 million of accounts receivable as
collateral and received proceeds of approximately $1.5 million. Giga repaid a
total of approximately $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 (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%. 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.

           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 March 31, 2002. There were no borrowings
pursuant to the 2002 Financing Agreement outstanding as of March 31, 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 can borrow up to 100,000 British pounds.
The Overdraft Facility is scheduled to expire in July 2002. Upon execution of
the Overdraft Facility, Giga paid fees totaling 1,000 British pounds. Borrowings
under the Overdraft Facility bear interest at the bank's base rate plus 1.5%. In
December 2001, the terms of the Overdraft Facility were amended. 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. Upon execution
of the amended Overdraft Facility, Giga paid fees totaling 500 British pounds.
Giga Information Group, Ltd. is currently in the process of renewing the amended
Overdraft Facility in order to maintain the ability to borrow the additional
100,000 British pounds, for a total of up to 200,000 British pounds. There were
no borrowings outstanding under the Overdraft Facility at March 31, 2002.

           Giga believes that its existing cash and cash equivalents, cash
expected to be generated from operations, and cash available from its financing
and overdraft agreements, net of repayments on short-term borrowings, will be
sufficient to fund Giga's cash needs at least through the second fiscal quarter
of 2003. However, Giga had a negative working capital balance of $18.9 million
and an accumulated deficit of $96.5 million at March 31, 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 experiences a decline 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 becoming immediately due, and the need for Giga 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,


                                       18
<PAGE>
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 June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 addresses financial accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB Opinion No.
17, "Intangible Assets." This Statement addresses how intangible assets that are
acquired individually or with a group of assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition. This Statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially recognized in the
financial statements. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. Goodwill and intangible assets acquired after June 30, 2001
were subject immediately to the nonamortization and amortization provisions of
SFAS No. 142. Giga has completed the transitional impairment test on its
goodwill balance of $665,000 as of January 1, 2002 and determined that the
adoption of SFAS No. 142 did not have a significant effect on its financial
position or its results of operations.

           In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and provides a single accounting model for long-lived
assets to be disposed of. This Statement is effective for fiscal years beginning
after December 15, 2001. Giga's adoption of SFAS No. 144 did not have a
significant effect on its financial position or its results of operations.

           In January 2002, the Emerging Issues Task Force reached a final
consensus on Issue No. 01-14, "Income Statement Characterization of
Reimbursements Received for "Out-of-Pocket" Expenses Incurred" ("EITF 01-14"),
formerly EITF Abstracts, Topic No. D-103. In their final consensus, the Task
Force concluded that reimbursements received for out-of-pocket expenses incurred
should be characterized as revenue in the statement of operations. Giga incurs
incidental expenses in the delivery of its services that in practice are
commonly referred to as "out-of-pocket" expenses. These expenses include, but
are not limited to, travel and related charges. Accordingly, Giga adjusted
revenue for all periods reported to include the out-of-pocket expenses.
Previously, these out-of-pocket expense reimbursements were classified as a
reduction of costs of services. This change in classification had no effect on
the current or previously reported net income (loss) or earnings (loss) per
share.


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 $18.9 million and an accumulated
deficit of $96.5 million at March 31, 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 a decline 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 $1.1 million, $972,000 and
$534,000 for the three months ended March 31, 2002, December 31, 2001 and
September 30, 2001, respectively, there can be no assurance that continued
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
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


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<PAGE>
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 89% of its total revenues from its
subscription-based services for the three months ended March 31, 2002 compared
to 88% for the three months ended March 31, 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.

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 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 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


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<PAGE>
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
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 18% of Giga's total revenues for the three months ended March 31,
2002 and 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.





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<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 March 31, 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 March 31, 2002, Giga had long-term
investments totaling $1,084,000, of which GigaGroup S.A. represents $1,059,000.
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 as it relates to foreign currency
exchange rates: translation risk and transaction risk. Amounts invested in
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.





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<PAGE>
PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits

           None

(b)        Reports on Form 8-K

           Giga filed a Current Report on Form 8-K, dated February 14, 2002,
pertaining to a press release announcing Giga's results of operations for the
quarter and year ended December 31, 2001.












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<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.

               May 14, 2002                 By:  Victoria M. Lynch
                                                 -----------------------------
                                                  Victoria M. Lynch
                                                  Senior Vice President.
                                                  Chief Financial Officer,
                                                  Secretary and Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)


















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