SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




**FORM
      10-Q**




x
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                for the quarterly period ended September 30,
                2007.




or




o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934




**Commission
      file number: 0-25940**




**GLOWPOINT,
      INC.**


(Exact
      Name of registrant as Specified in its Charter)




**Delaware**
              (State
                or other Jurisdiction of
              Incorporation
                or Organization)
            **77-0312442**
              (I.R.S.
                Employer Number)





**225
      Long Avenue, Hillside, New Jersey 07205**


(Address
      of Principal Executive Offices)




**312-235-3888**


(Issuer’s
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.




Yes x No
o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  ̈  Accelerated
      filer  ̈   Non-accelerated
      filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)




Yes o No x




The
      number of shares outstanding of the registrant’s Common Stock as of November 14,
      2007 was 46,014,673.









**GLOWPOINT,
      INC**




**Index**




PART I - FINANCIAL
              INFORMATIONItem
                1. Condensed Consolidated Financial StatementsCondensed
                Consolidated Balance Sheets at September 30, 2007 (unaudited) and
                December
                31, 2006*
            1Unaudited
                Condensed Consolidated Statements of Operations for the Nine and
                Three
                Months Ended September 30, 2007 and 2006
            2Unaudited
                Condensed Consolidated Statements of Stockholders’ Deficit for the Nine
                Months Ended September 30, 2007
            3Unaudited
                Condensed Consolidated Statements of Cash Flows for the Nine Months
                Ended
                September 30, 2007 and 2006
            4Notes
                to Condensed Consolidated Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            19Item
                3. Quantitative and Qualitative Disclosures about Market
                Risk
            25Item
                4. Controls and Procedures
            26PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            27Item
                1A. Risk Factors
            27Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            27Item
                3. Defaults upon Senior Securities
            27Item
                4. Submission of Matters to a Vote of Security Holders
            27Item
                5. Other Information
            27Item
                6. Exhibits
            27Signatures
            28Certifications
            29





*
            The
                Condensed Consolidated Balance Sheet at December 31, 2006 has been
                derived
                from the audited consolidated financial statements filed as an exhibit
                to
                our Report on Form 10-K on June 6, 2007.




i




**GLOWPOINT,
      INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(In
      thousands, except par value)**




September
                30, 2007
            
            December
                31, 2006**ASSETS**
            
            (Unaudited)Current
                assets:Cash
                and cash equivalents
            
            $
            3,029
            
            $
            2,153Accounts
                receivable, net of allowance for doubtful accounts of $135 and $121,
                respectively
            
            
            2,924
            
            
            2,748Prepaid
                expenses and other current assets
            
            
            390
            
            
            327Total
                current assets
            
            
            6,343
            
            
            5,228Property
                and equipment, net
            
            
            2,537
            
            
            2,762Other
                assets
            
            
            775
            
            
            403Total
                assets
            
            $
            9,655
            
            $
            8,393**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities:Accounts
                payable
            
            $
            1,820
            
            $
            1,957Accrued
                expenses
            
            
            1,140
            
            
            1,906Customer
                deposits
            
            
            721
            
            
            102Accrued
                sales taxes and regulatory fees
            
            
            4,162
            
            
            4,216Current
                portion of derivative financial instruments, including $250 and $0,
                respectively, for Insider Purchasers
            
            
            9,125
            
            
            4,301Senior
                Secured Convertible Notes, net of discount of $2,280
            
            
            —
            
            
            4,326Deferred
                revenue
            
            
            351
            
            
            288Total
                current liabilities
            
            
            17,319
            
            
            17,096Long
                term liabilities:Derivative
                financial instruments, less current portion, including $220 for Insider
                Purchasers
            
            
            5,400
            
            
            —Senior
                Secured Convertible Notes, net of discount of $4,435
            
            
            5,846
            
            
            —Senior
                Secured Convertible Notes held by Insider Purchasers - related parties,
                net of discount of $247
            
            
            191
            
            
            —Total
                long term liabilities
            
            
            11,437
            
            
            —Preferred
                stock:Preferred
                stock, $.0001 par value; 5 shares authorized and redeemable; 0 and
                0.120
                Series B shares issued and outstanding, (stated value of $0 and $2,888;
                liquidation value of $0 and $3,735), respectively
            
            
            —
            
            
            2,888Preferred
                stock, $.0001 par value; 1.5 and 0 shares authorized and redeemable;
                0.475
                and 0 Series C shares issued and outstanding recorded at fair value
                (stated value and liquidation value of $4,748 and 0),
                respectively
            
            
            4,330
            
            
            —Commitments
                and contingenciesStockholders’
                deficit:Preferred
                stock, $.0001 par value; 4 shares authorized; no Series D shares
                issued
            
            
            —
            
            
            —Common
                stock, $.0001 par value; 150,000 and 100,000 shares authorized; 47,580
                and
                46,390 shares issued and issuable; 46,015 and 46,350 shares outstanding,
                respectively
            
            
            5
            
            
            5Additional
                paid-in capital
            
            
            162,913
            
            
            161,267Accumulated
                deficit
            
            
            (184,966
            )
            
            (172,623
            )(22,048
            )
            
            (11,351
            )Less:
                Treasury stock, 1,565 and 40 shares at cost, respectively
            
            
            (1,383
            )
            
            (240
            )Total
                stockholders’ deficit
            
            
            (23,431
            )
            
            (11,591
            )Total
                liabilities and stockholders’ deficit
            
            $
            9,655
            
            $
            8,393




See
      accompanying notes to condensed consolidated financial statements.




1




**GLOWPOINT,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(In
      thousands, except per share data)**





**(Unaudited)**




Nine
                Months Ended
              September
                30,
            
            Three
                Months Ended
              September
                30,2007
            
            2006
            
            2007
            
            2006Revenue
            
            $
            17,311
            
            $
            14,552
            
            $
            5,803
            
            $
            4,850Cost
                of revenue
            
            
            11,735
            
            
            10,128
            
            
            3,929
            
            
            3,292Gross
                margin
            
            
            5,576
            
            
            4,424
            
            
            1,874
            
            
            1,558Operating
                expenses:Research
                and development
            
            
            534
            
            
            658
            
            
            209
            
            
            184Sales
                and marketing
            
            
            2,194
            
            
            1,989
            
            
            717
            
            
            615General
                and administrative
            
            
            6,170
            
            
            9,787
            
            
            1,831
            
            
            2,329Total
                operating expense
            
            
            8,898
            
            
            12,434
            
            
            2,757
            
            
            3,128Loss
                from operations
            
            
            (3,322
            )
            
            (8,010
            )
            
            (883
            )
            
            (1,570
            )Interest
                and other expense (income):Interest
                expense, including $4, $0, $4 and $0, respectively,
              for
                Insider Purchasers
            
            
            5,139
            
            
            3,140
            
            
            3,135
            
            
            725Interest
                income
            
            
            (35
            )
            
            (68
            )
            
            (7
            )
            
            (27
            )Increase
                (decrease) in fair value of derivative financial instruments, including
                $0, $0, $0 and $0, respectively, for Insider Purchasers
            
            
            3,513
            
            
            (1,812
            )
            
            2,507
            
            
            (2,391
            )Amortization
                of deferred financing costs, including $1, $0, $1 and $0, respectively,
                for Insider Purchasers
            
            
            404
            
            
            259
            
            
            143
            
            
            130Total
                interest and other expense (income), net
            
            
            9,021
            
            
            1,519
            
            
            5,778
            
            
            (1,563
            )Net
                loss
            
            
            (12,343
            )
            
            (9,529
            )
            
            (6,661
            )
            
            (7
            )Gain
                on redemption of preferred stock
            
            
            799
            
            
            —
            
            
            799
            
            
            —Preferred
                stock dividends
            
            
            (252
            )
            
            (259
            )
            
            (80
            )
            
            (87
            )Net
                loss attributable to common stockholders
            
            $
            (11,796
            )
            $
            (9,788
            )
            $
            (5,942
            )
            $
            (94
            )Net
                loss attributable to common stockholders per share:Basic
                and diluted
            
            $
            (0.25
            )
            $
            (0.21
            )
            $
            (0.13
            )
            $
            (0.00
            )Weighted
                average number of common shares:Basic
                and diluted
            
            
            46,968
            
            
            46,206
            
            
            47,369
            
            
            46,361




See
      accompanying notes to condensed consolidated financial statements.





2




**GLOWPOINT,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**


**Nine
      Months Ended September 30, 2007**


**(In
      thousands)**





**(Unaudited)**





Common
                Stock
            
            Paid
                In
            
            Accumulated
            
            Treasury
                StockShares
            
            Amount
            
            Capital
            
            Deficit
            
            Shares
            
            Amount
            
            TotalBalance
                at January 1, 2007
            
            
            46,390
            
            $
            5
            
            $
            161,267
            
            $
            (172,623
            )
            
            40
            
            $
            (240
            )
            $
            (11,591
            )Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (12,343
            )
            
            —
            
            
            —
            
            
            (12,343
            )Comprehensive
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (12,343
            )Stock-based
                compensation - options
            
            
            —
            
            
            —
            
            
            376
            
            
            —
            
            
            —
            
            
            —
            
            
            376Gain
                on redemption of preferred stock
            
            
            —
            
            
            —
            
            
            799
            
            
            —
            
            
            —
            
            
            —
            
            
            799Treasury
                stock received in connection with Series C Preferred Stock
                exchange
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            1,525
            
            
            (1,143
            )
            
            (1,143
            )Issuance
                of restricted stock for consulting services
            
            
            30
            
            
            —
            
            
            20
            
            
            —
            
            
            —
            
            
            —
            
            
            20Placement
                agent warrants - issued in connection with Senior Secured Convertible
                Notes issued in September 2007
            
            
            —
            
            
            —
            
            
            332
            
            
            —
            
            
            —
            
            
            —
            
            
            332Financial
                advisory warrants - issued in connection with Series C Preferred
                Stock
                exchange and extension of maturity date of Senior Secured Convertible
                Notes
            
            
            —
            
            
            —
            
            
            143
            
            
            —
            
            
            —
            
            
            —
            
            
            143Cost
                related to Series C Preferred Stock exchange
            
            
            —
            
            
            —
            
            
            (90
            )
            
            —
            
            
            —
            
            
            —
            
            
            (90
            )Stock-based
                compensation - restricted stock
            
            
            1,160
            
            
            —
            
            
            318
            
            
            —
            
            
            —
            
            
            —
            
            
            318Preferred
                stock dividends
            
            
            **—**
            
            
            **—**
            
            
            (252
            )
            
            **—**
            
            
            **—**
            
            
            **—**
            
            
            (252
            )Balance
                at September 30, 2007
            
            
            47,580
            
            $
            5
            
            $
            162,913
            
            $
            (184,966
            )
            
            1,565
            
            $
            (1,383
            )
            $
            (23,431
            )




See
      accompanying notes to consolidated financial statements.




3




**GLOWPOINT,
      INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(In
      thousands)**


**(Unaudited)**




Nine
                Months Ended September 30,2007
            
            2006Cash
                flows from Operating Activities:Net
                loss
            
            $
            (12,343
            )
            $
            (9,529
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            1,121
            
            
            1,490Expense
                (income) recognized for the increase (decrease) in the estimated
                fair
                value of the derivative financial instruments
            
            
            3,513
            
            
            (1,812
            )Amortization
                of deferred financing costs
            
            
            404
            
            
            259Accretion
                of discount on Senior Secured Convertible Notes
            
            
            2,332
            
            
            819Beneficial
                conversion feature for Senior Secured Convertible Notes
            
            
            1,976
            
            
            1,808Loss
                on disposal of equipment
            
            
            10
            
            
            169Stock-based
                compensation
            
            
            714
            
            
            656Increase
                (decrease) in cash attributable to changes in assets and
                liabilities:Accounts
                receivable
            
            
            (176
            )
            
            (228
            )Prepaid
                expenses and other current assets
            
            
            (63
            )
            
            121Other
                assets
            
            
            —
            
            
            205Accounts
                payable
            
            
            (137
            )
            
            213Customer
                deposits
            
            
            619
            
            
            —Accrued
                expenses, sales taxes and regulatory fees
            
            
            602
            
            
            1,605Deferred
                revenue
            
            
            63
            
            
            (85
            )Net
                cash used in operating activities
            
            
            (1,365
            )
            
            (4,309
            )Cash
                flows from Investing Activities:Purchases
                of property and equipment
            
            
            (906
            )
            
            (662
            )Net
                cash used in investing activities
            
            
            (906
            )
            
            (662
            )Cash
                flows from Financing Activities:Proceeds
                from issuance of Senior Secured Convertible Notes, including $400
                from
                Insider Purchasers, net of financing costs of $308
            
            
            3,230
            
            
            —Costs
                incurred in extension of maturity date of Senior Secured Convertible
                Notes
                and Series C Convertible Preferred Stock exchange
            
            
            (83
            )
            
            —Proceeds
                from issuance of Convertible Notes, net of financing costs of
                $595
            
            
            —
            
            
            5,585Net
                cash provided by financing activities
            
            
            3,147
            
            
            5,585Increase
                in cash and cash equivalents
            
            
            876
            
            
            614Cash
                and cash equivalents at beginning of period
            
            
            2,153
            
            
            2,023Cash
                and cash equivalents at end of period
            
            $
            3,029
            
            $
            2,637Supplemental
                disclosures of cash flow information:Cash
                paid during the period forInterest
            
            $
            3
            
            $
            —Non-cash
                investing and financing activities:Preferred
                stock dividends
            
            $
            252
            
            $
            259Gain
                on redemption of preferred stock
            
            
            799
            
            
            —Additional
                Convertible Notes issued as payment for interest
            
            
            575
            
            
            264Deferred
                financing costs for Senior Secured Convertible Notes incurred by
                issuance
                of placement agent warrants
            
            
            332
            
            
            296Deferred
                financing costs for extension of maturity date of Senior Secured
                Convertible Notes incurred by issuance of financial advisory
                warrants
            
            
            86
            
            
            —Treasury
                stock received in connection with Series C Convertible Preferred
                Stock
                exchange
            
            
            1,143
            
            
            —




See
                accompanying notes to condensed consolidated financial
                statements.




4




**GLOWPOINT,
      INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**September
      30, 2007**




**(Unaudited)**




**Note
      1** **-
      Basis of Presentation**




**The
      Business**




Glowpoint,
      Inc. ("Glowpoint" or "we" or "us" or “the Company”), a Delaware corporation, is
      a premiere broadcast-quality, IP (Internet Protocol)-based managed video
      services provider. Our mission is to improve the ease-of-use,
      cost-effectiveness, functionality, and quality of existing video communications
      in order to make it an integral and ubiquitous part of everyday business and
      personal communications. The Company operates in one segment and therefore
      segment information is not presented. We believe video communications should
      be
      as easy and spontaneous to use as your telephone, but with the power of
      face-to-face communication. We view our services as analogous to cellular
      service providers in the cellular telephone industry. Regardless of the cellular
      phone purchased, users must select a cellular service provider to make it work.
      Users make that service decision based on the features, reliability and price
      offered by the service provider. In our industry, regardless of the video
      conferencing equipment purchased, Glowpoint provides the managed video services
      to make it work. In doing so, we offer a vast array of managed video services,
      including video application services, managed network services, IP and ISDN
      videoconferencing services, multi-point conferencing (bridging), technology
      hosting and management, and professional services. We provide these services
      to
      a wide variety of companies, from large enterprises and governmental entities
      to
      small and medium-sized businesses. Glowpoint is exclusively focused on high
      quality two-way video communications and has been supporting millions of video
      calls since its launch in 2000. We have bundled some of our managed services
      to
      offer video communication solutions for broadcast/media content acquisition
      and
      for video call center applications. With the advent of HD (High Definition)
      Telepresence solutions, we have combined various components of our features
      and
      services into a comprehensive “white glove” service offering that can support
      virtually any of the telepresence solutions on the market today.




**Liquidity
      and Going Concern**




Our
      condensed consolidated financial statements have been prepared assuming we
      will
      continue as a going concern. We have incurred recurring operating losses and
      negative operating cash flows since our inception including a net loss
      attributable to common stockholders of $11,796,000 for the nine months ended
      September 30, 2007. At September 30, 2007, we had a working capital deficit
      of
      $10,976,000. We had $3,029,000 in cash and cash equivalents at September 30,
      2007 and cash used in operating activities of $1,365,000 for the nine months
      ended September 30, 2007. Additionally, the Senior Secured Convertible Notes
      and
      the Senior Secured Convertible Notes issued as payment for interest (the
“Convertible Notes”) have been renegotiated to mature in March 2009. We raised
      capital in the March and April 2006 and September 2007 private placements,
      but
      continue to sustain losses and negative operating cash flows. These factors
      raise substantial doubt as to our ability to continue as a going concern. We
      believe that our available capital as of September 30, 2007, together with
      our
      restructured operating activities, the amended maturity date of the Convertible
      Notes, and assuming we are able to negotiate favorable terms with the
      authorities regarding our sales and use taxes and regulatory fees, will enable
      us to continue as a going concern through September 30, 2008. There are no
      assurances, however, that we will be able to negotiate favorable terms with
      the
      authorities regarding our sales and use taxes and regulatory fees. If we are
      unable to negotiate favorable terms with the authorities regarding our sales
      and
      use taxes and regulatory fees, it would have a material adverse effect on the
      Company. The accompanying financial statements do not include any adjustments
      that might result from these uncertainties.




**Summary
      of Significant Accounting Policies**




**Quarterly
      Financial Information and Results of Operations**




The
      financial statements as of September 30, 2007 and for the nine and three months
      ended September 30, 2007 and 2006 are unaudited and, in the opinion of
      management, include all adjustments (consisting only of normal recurring
      adjustments) necessary to present fairly the financial position as of September
      30, 2007, the results of operations for the nine and three months ended
      September 30, 2007 and 2006 and cash flows for the nine months ended September
      30, 2007. The results for the nine and three months ended September 30, 2007
      are
      not necessarily indicative of the results to be expected for the entire year.
      While management of the Company believes that the disclosures presented are
      adequate to make the information not misleading, these consolidated financial
      statements should be read in conjunction with the audited consolidated financial
      statements and the footnotes thereto for the fiscal year ended December 31,
      2006
      as filed with the Securities and Exchange Commission as an exhibit to our Form
      10-K on June 6, 2007 (the “Audited 2006 Financials”).




5




See
“Note
      2 - Basis of Presentation, Liquidity and Summary of Significant Accounting
      Policies” in the 2006 Audited Financials for a discussion of the estimates and
      judgments necessary in the Company’s accounting for sales and use taxes and
      regulatory fees, concentration of credit risk, lives of property and equipment,
      income taxes and fair value of derivative financial instruments. There have
      been
      no changes to our critical accounting policies in the nine and three months
      ended September 30, 2007. Critical accounting policies and the significant
      estimates made in accordance with them are regularly discussed with our Audit
      Committee.




**Principles
      of Consolidation**




The
      condensed consolidated financial statements include the accounts of Glowpoint
      and our wholly-owned subsidiary, GP Communications LLC. All material
      inter-company balances and transactions have been eliminated in
      consolidation.




**Reclassifications**




Certain
      amounts from 2006 have been reclassified to conform to the 2007
      presentation.




**Use
      of Estimates**




Preparation
      of the condensed consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the condensed consolidated financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual amounts
      could differ from the estimates made. We continually evaluate estimates used
      in
      the preparation of the consolidated financial statements for reasonableness.
      Appropriate adjustments, if any, to the estimates used are made prospectively
      based upon such periodic evaluation. The significant areas of estimation include
      determining the allowance for doubtful accounts, deferred tax valuation
      allowance, sales and use tax obligations, regulatory fees and related penalties
      and interest, the estimated life of customer relationships, the estimated lives
      of property and equipment, the fair value of derivative financial instruments
      and the valuation of our Series C convertible preferred stock.




**Revenue
      Recognition**




We
      recognize subscription revenue when the related services have been performed.
      Revenue billed in advance is deferred until the revenue has been earned. Other
      service revenue, including amounts related to surcharges charged by our
      carriers, related to the Glowpoint managed network service and the multi-point
      video and audio bridging services are recognized as service is provided. As
      the
      non-refundable, upfront activation fees charged to the subscribers do not meet
      the criteria as a separate unit of accounting, they are deferred and recognized
      over the twenty-four month period estimated life of the customer relationship.
      Revenues derived from other sources are recognized when services are provided
      or
      events occur.




**Long-Lived
      Assets**




We
      evaluate impairment losses on long-lived assets used in operations, primarily
      fixed assets, when events and circumstances indicate that the carrying value
      of
      the assets might not be recoverable in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 144 *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* .
      For
      purposes of evaluating the recoverability of long-lived assets, the undiscounted
      cash flows estimated to be generated by those assets are compared to the
      carrying amounts of those assets. If and when the carrying values of the assets
      exceed their fair values, the related assets will be written down to fair value.
      In the 2007 and 2006 periods, no impairment losses were indicated or
      recorded.




6




**Derivative
      Financial Instruments**




The
      Company’s objectives in using debt-related derivative financial instruments are
      to obtain the lowest cash cost source of funds within a targeted range of
      variable-to fixed-rate debt obligations. Derivatives are recognized in the
      consolidated balance sheets at fair value based on the criteria specified in
      SFAS No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities”* .
      The
      estimated fair value of the derivative liabilities is calculated using the
      Black-Scholes method where applicable and such estimates are revalued at each
      balance sheet date with changes in value recorded as other income or expense
      in
      the statement of operations.




**Related
      Party Transactions**




The
      Company receives consulting and tax services from an accounting firm in which
      one of our directors is a partner. Management believes that such transactions
      are at arm’s-length and for terms that would have been obtained from
      unaffiliated third parties. For the nine and three months ended September 30,
      2007 we incurred fees for these services of $73,000 and $22,000, respectively.
      For the nine and three months ended September 30, 2006 we incurred fees for
      these services of $30,000 and $11,000, respectively.




In
      September 2007, we issued $3,538,000 of additional Convertible Notes and
      warrants in a private placement, the investors of which included (but are not
      limited to) some of the holders of our then outstanding Convertible Notes and
      participating Glowpoint officers and directors, which included Michael
      Brandofino, Aziz Ahmad, Bami Bastani, Edwin F. Heinen, Joseph Laezza and David
      W. Robinson (the “Insider Purchasers”). The Insider Purchasers invested $438,000
      in the aggregate. See Notes 5 and 6 for additional information related to the
      Insider Purchasers participation in this private placement.




**Software
      Development Costs**




The
      Company incurs costs for the development of its “Customer Connect” software that
      is to be sold, leased or licensed to third parties. All software development
      costs have been accounted for in accordance with SFAS No. 86 “ *Accounting
      for the Costs of Computer Software to be Sold, Leased or Otherwise
      Marketed”* .
      Software development costs are required to be capitalized when a product’s
      technological feasibility has been established by completion of a detailed
      program design or working model of the product and until a product is available
      for release to customers. The Company capitalized $139,000 and $14,000 of
      software development costs for the nine and three months ended September 30,
      2007, respectively and no costs in the 2006 periods. Software development costs
      will be amortized over 24 months beginning in September 2007, when the product
      was available for general release to customers and the capitalization of
      software costs ceased. For the nine and three months ended September 30, 2007
      we
      amortized $8,000 to cost of revenues. As of September 30, 2007, there was
      $181,000 of unamortized capitalized software costs.




**Uncertainty
      in Income Taxes**




In
      June
      2006, the FASB issued FASB Interpretation No. (“FIN”) 48, *“Accounting
      for Uncertainty in Income Taxes* ”
(“FIN
      48”). FIN 48 sets forth a recognition threshold and measurement attribute for
      financial statement recognition of positions taken or expected to be taken
      in
      income tax returns. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The tax returns for the years ending December 31, 2003,
      2004
      and 2005 are currently open and the tax return for the year ended December
      31,
      2006 will be filed in November 2007. There are no unrecognized tax benefits
      as
      of September 30, 2007. The adoption of FIN 48 in the first quarter of 2007
      had
      no material impact on the Company’s consolidated financial
      statements.




**Recent
      Accounting Pronouncements**




In
      September 2006, the FASB issued SFAS No. 157, *"Fair
      Value Measurements"* ,
      to
      define fair value, establish a framework for measuring fair value in accordance
      with generally accepted accounting principles, and expand disclosures about
      fair
      value measurements. SFAS No. 157 will be effective for fiscal years beginning
      after November 15, 2007, the beginning of the Company's 2008 fiscal year. The
      Company is assessing the impact the adoption of SFAS No. 157 will have on the
      Company's financial position and results of operations.




In
      February 2007, the FASB issued SFAS No. 159, *“The
      Fair Value Option for Financial Assets and Financial
      Liabilities”* .
      SFAS
      No. 159 permits entities to choose to measure many financial assets and
      financial liabilities at fair value. Unrealized gains and losses on items for
      which the fair value option has been elected are reported in earnings. SFAS
      No.
      159 is effective for fiscal years beginning after November 15, 2007. The
      Company is currently assessing the impact of SFAS No. 159 on its financial
      position and results of operations.




7




**Note
      2 - Stock-Based Compensation**




We
      periodically grant stock options to employees and directors in accordance with
      the provisions of our stock option plans, with the exercise price of the stock
      options being set at the closing market price of the common stock on the date
      of
      grant. Effective January 1, 2006, the Company adopted SFAS No. 123R,
“ *Share-Based
      Payment”* (“SFAS
      No. 123R”) which requires that compensation cost relating to share-based payment
      transactions be recognized as an expense in the financial statements and that
      measurement of that cost be based on the estimated fair value of the equity
      or
      liability instrument issued. Under SFAS No. 123R, the pro forma disclosures
      previously permitted under SFAS No. 123, “ *Accounting
      for Stock-Based Compensation”* (“SFAS
      No. 123”) are no longer an alternative to financial statement recognition. SFAS
      No. 123R also requires that forfeitures be estimated and recorded over the
      vesting period of the instrument.




The
      Company has adopted SFAS No. 123R using the modified prospective method which
      requires that share-based expense recognized includes (a) earned share-based
      expense for all awards granted prior to, but not yet vested, as of the adoption
      date and (b) earned share-based expense for all awards granted subsequent to
      the
      adoption date. Since the modified prospective application method is being used,
      there was no cumulative effect adjustment upon the adoption of SFAS No. 123R,
      and the Company’s Audited 2006 Financials do not reflect any restated amounts.
      No modifications were made to outstanding options prior to the adoption of
      SFAS
      No. 123R and the Company did not change the quantity, type or payment
      arrangements of any share-based payments programs.




The
      weighted average fair value of each option granted is estimated on the date
      of
      grant using the Black-Scholes option pricing model with the following
      assumptions during the nine and three months ended September 30, 2007 and
      2006:




Nine
                Months Ended September 30,
            
            Three
                Months Ended September 30,2007
            
            2006
            
            2007
            
            2006Risk
                free interest rate
            
            
            4.7
            %
            
            4.8
            %
            
            4.4
            %
            
            4.6
            %Expected
                option lives
            
            
            5
                Years
            
            
            5
                Years
            
            
            5
                Years
            
            
            5
                YearsExpected
                volatility
            
            
            99.5
            %
            
            95.4
            %
            
            99.5
            %
            
            96.6
            %Estimated
                forfeiture rate
            
            
            10
            %
            
            23
            %
            
            10
            %
            
            10
            %Expected
                dividend yields
            
            
            None
            
            
            None
            
            
            None
            
            
            NoneWeighted
                average grant date fair value of options
            
            $
            0.43
            
            $
            0.30
            
            $
            0.44
            
            $
            0.34




Expected
      volatility was calculated using the historical volatility of the Company for
      the
      comparable period. The expected term of the options is estimated based on the
      Company’s historical exercise and forfeiture rates. The forfeiture rates are
      estimated based on employment termination experience. The risk free interest
      rate is based on U.S. Treasury yields for securities in effect at the time
      of
      grants with terms equaling the expected option lives. The assumptions used
      in
      the Black-Scholes option valuation model are highly subjective, and can
      materially affect the resulting valuation.




8




A
      summary
      of options granted, exercised, expired and forfeited under our plans and options
      outstanding during the nine months ended, and as of September 30, 2007, with
      respect to all outstanding options is as follows (options in
      thousands):




Outstanding
            
            ExercisableNumber
                of Options
            
            Weighted
              Average
              Exercise
              Price
            
            Number
                of Options
            
            Weighted
              Average
              Exercise
              PriceOptions
                outstanding, January 1, 2007
            
            
            5,100
            
            $
            2.26
            
            
            3,664
            
            $
            2.86Granted
            
            
            981
            
            
            0.57Exercised
            
            
            —
            
            
            —Expired
            
            
            (1,360
            )
            
            2.95Forfeited
            
            
            (743
            )
            
            2.71Options
                outstanding, September 30, 2007
            
            
            3,978
            
            $
            1.53
            
            
            2,555
            
            $
            2.06




At
      September 30, 2007, there was $39,000 of total unrecognized compensation costs
      related to non-vested options granted prior to January 1, 2006 that are expected
      to be recognized over a weighted-average period of 0.83 years.




The
      Company has recorded $376,000 and $102,000 related to its stock option
      compensation in general and administrative expenses for the nine and three
      months ended September 30, 2007, respectively. The Company has recorded $379,000
      and $122,000 for the nine and three months ended September 30, 2006,
      respectively. There was no income tax benefit recognized for stock-based
      compensation for the nine and three months ended September 30, 2007 and 2006.
      No
      compensation costs were capitalized as part of the cost of an asset. The
      intrinsic value of stock options granted in the nine months ended September
      30,
      2007 and 2006 was $180,000 and $0, respectively.




**Restricted
      Stock**




A
      summary
      of restricted stock granted, vested, forfeited and unvested restricted stock
      outstanding during the nine months ended, and as of September 30, 2007, is
      presented below (restricted shares in thousands):




Restricted
                Shares
            
            Weighted
                Average
              Exercise
                PriceUnvested
                restricted shares outstanding, January 1, 2007
            
            
            317
            
            $
            0.71Granted
            
            
            1,190
            
            
            0.57Vested
            
            
            (514
            )
            
            0.69Forfeited
            
            
            —
            
            
            —Unvested
                restricted shares outstanding, September 30, 2007
            
            
            993
            
            $
            0.53




The
      Company has recorded $338,000 and $62,000 related to its restricted stock
      compensation in general and administrative expenses for the nine and three
      months ended September 30, 2007, respectively. Included in the restricted stock
      compensation for the nine and three months ended September 30, 2007 is $20,000
      of consulting fees paid to an unrelated party. The Company has recorded $277,000
      and $4,000 for the nine and three months ended September 30, 2006, respectively.
      There was no income tax benefit recognized for stock-based compensation for
      the
      nine and three months ended September 30, 2007 and 2006, respectively. No
      compensation costs were capitalized as part of the cost of an
      asset.




**Note
      3 - Loss Per Share**




Basic
      loss per share is calculated by dividing net loss attributable to common
      stockholders by the weighted average number of shares of common stock
      outstanding during the period. Diluted loss per share for the nine and three
      months ended September 30, 2007 and 2006 is the same as basic loss per share.
      Potential shares of common stock associated with 27,389,000 and 20,114,000
      outstanding options and warrants, 4,748,000 and 0 shares issuable upon the
      conversion of our Series C convertible preferred stock, 0 and 1,729,000 shares
      issuable upon the conversion of our Series B convertible preferred stock and
      21,438,000 and 13,214,000 shares issuable upon conversion of the Convertible
      Notes as of September 30, 2007 and 2006, respectively, have been excluded from
      the calculation of diluted loss per share because the effects would be
      anti-dilutive.




9




**Note
      4 - Stockholders’ Deficit**




In
      February 2004, we raised net proceeds of $12,480,000 in a private placement
      of
      6,100,000 shares of our common stock at $2.25 per share. The registration rights
      agreement for the February 2004 financing provides for liquidated damages of
      3%
      of the aggregate purchase price for the first month and 1.5% for each subsequent
      month if we failed to register the common stock and the shares of common stock
      underlying the warrants or maintain the effectiveness of such registration.
      We
      account for the registration rights agreement as a separate freestanding
      instrument and account for the liquidated damages provision as a derivative
      liability subject to SFAS No. 133. The estimated fair value of the derivative
      liability is based on estimates of the probability and costs expected to be
      incurred and such estimates are revalued at each balance sheet date with changes
      in value recorded as other income or expense. Approximately $1,164,000 of the
      proceeds of the financing was attributed to the estimated fair value of the
      derivative liability. We estimated the fair value of the derivative liability
      to
      be $1,206,000 and $1,236,000 as of September 30, 2007 and December 31, 2006,
      respectively. We recognized other income of $30,000 and $17,000 for the nine
      and
      three months ended September 30, 2007, respectively. We recognized other income
      of $334,000 and $308,000 for the nine and three months ended September 30,
      2006,
      respectively.




**Preferred
      Stock**




Our
      Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares
      of preferred stock. Currently, we have 1,500 shares of Series C convertible
      preferred stock authorized, of which approximately 474.8126 shares are issued
      and outstanding and 4,000 shares of Series D convertible preferred stock
      authorized, none of which are issued. We also have Series A convertible
      preferred stock and Series B convertible preferred stock, but there are
      currently no shares of such preferred stock outstanding and we expect to cancel
      the certificates of designations, preferences and rights establishing such
      classes of preferred stock at which time those classes of preferred stock will
      no longer exist. Only the Series C convertible preferred stock is outstanding
      as
      of September 30, 2007.




**Series
      C Convertible Preferred Stock**




In
      September 2007, we entered into an Exchange Agreement with the holders of the
      Series B convertible preferred stock (the “Series B Holders”) and issued an
      aggregate of 474.8126 shares of a new Series C convertible preferred stock
      in
      exchange for cancelling all of our issued and outstanding Series B convertible
      preferred stock, cancelling approximately $1,098,000 of accrued but unpaid
      dividends due on the Series B convertible preferred stock, and 1,525,000 shares
      of common stock held by the Series B Holders (the “Preferred Stock Exchange”).
      Each share of Series C convertible preferred stock, par value $0.0001 per share,
      has a liquidation preference equal to its stated value, which is $10,000 per
      share, and is convertible at the holder’s election into 10,000 shares of common
      stock. The Series C convertible preferred stock has anti-dilution rights. The
      Series C convertible preferred stockholders are not entitled to receive
      dividends. The Series C convertible preferred stock is only redeemable in the
      event of the Company’s liquidation, dissolution or winding up of affairs. Upon a
      change of control, as defined therein, the holders of the Series C convertible
      preferred stock or the Company can require that the Series C convertible
      preferred stock be redeemed at the stated value per share as adjusted. The
      Series C convertible preferred stock must be converted into shares of common
      stock when the closing bid and ask price of the Company’s common stock exceeds
      $2.00 for a period of 10 consecutive trading days. The Series C convertible
      preferred stock is not classified in Stockholders’ Deficit. The brief
      descriptions of the Exchange Agreement and Series C convertible preferred stock
      are qualified by reference to the provisions of the applicable exhibits to
      the
      Company's Form 8-K filed with the Securities and Exchange Commission on
      September 24, 2007.




Burnham
      Hill Partners acted as financial advisor for the Preferred Stock Exchange and,
      among other things, extension of the maturity date of the Convertible Notes
      which were maturing in September 2007 and received warrants to purchase 250,000
      shares of common stock at an exercise price of $0.65 per share. The financial
      advisory warrants are exercisable for a period of five years and are subject
      to
      certain anti-dilution protection. The Company allocated 100,000 of the financial
      advisory warrants, with a fair value of $57,000, to the Preferred Stock Exchange
      and incurred professional fees related to the Preferred Stock Exchange of
      $33,000. These costs were charged to additional paid in capital. See Note 5
      for
      the allocation of the remaining financial advisory warrants.




10




We
      accounted for the Preferred Stock Exchange as a redemption and in accordance
      with Emerging Issues Task Force Topic No. D-42 *“The
      Effect on the Calculation of Earnings per Share for the Redemption or Induced
      Conversion of Preferred Stock”* (“D-
      42”). In connection with the Preferred Stock Exchange D-42 requires that the
      excess of the carrying amount of the Series B convertible preferred stock (the
      “Series B Carrying Amount”) over the fair value of the Series C convertible
      preferred stock (the “Series C Fair Value”) should be subtracted from net loss
      to arrive at net loss attributable to common stockholders ** The
      Series B Carrying Amount of $5,130,000 is comprised of the $2,888,000 stated
      value of the Series B convertible preferred stock, the $1,098,000 of accrued
      but
      unpaid dividends and $1,143,000 for the 1,525,000 shares of common stock valued
      at the common stock price of $0.75 on the date the common stock shares were
      surrendered. We computed the $4,330,000 Series C Fair Value using a valuation
      model utilized by the financial advisory and investment banking industries
      to
      determine the fair value of this type of financial instrument. The $799,000
      excess of Series B Carrying Amount over the Series C Fair Value is recognized
      in
      our statement of operations as a “Gain on Redemption of Preferred Stock” and
      subtracted from our net loss to arrive at the net loss attributable to common
      shareholders




The
      transaction is summarized as follows:




$
            2,888,000
            
            
            Series
                B convertible preferred stock - carrying value1,143,000
            
            
            Common
                stock - fair value1,098,000
            
            
            Accrued
                and unpaid dividends - carrying value5,129,000
            
            
            The
                Series B Carrying Amount4,330,000
            
            
            The
                Series C Fair Value$
            799,000
            
            
            Gain
                on Redemption of Preferred Stock




The
      Series C convertible preferred stock is recorded in the accompanying balance
      sheet at its fair value on the date of the transaction of $4,330,000.




**Series
      D Convertible Preferred Stock**




The
      Series D convertible preferred stock does not have any voting rights, but is
      convertible into Glowpoint’s common stock and is entitled to any liquidating
      distribution to holders of common stock. All of the Convertible Notes, the
      Series A Warrants, as amended, the Series A-2 Warrants and the Series C
      convertible preferred stock are convertible or exercisable, as the case may
      be,
      into our common stock, but provide that, unless specifically waived by such
      holder, in no event shall any holder of such securities own more than 4.99%
      or
      9.99% of our outstanding common stock. In the event a holder would own more
      than
      either percentage upon conversion or exercise and does not waive such ownership
      cap, we will issue Series D convertible preferred stock for the amount above
      such limitation. The holder may then convert Series D convertible preferred
      stock into common stock in the future as permitted by the ownership limitations
      or upon waiver of such restriction. The Series D convertible preferred stock
      is
      classified in Stockholders’ Deficit. No Series D convertible preferred stock has
      been issued as of September 30, 2007.




11




**Note
      5 - Senior Secured Convertible Notes**




**Convertible
      Notes and Convertible Notes Discount**




In
      March
      and April 2006 and September 2007, we issued our Convertible Notes in private
      placements to private investors. The September 2007 private placement also
      included Insider Purchasers. Activity for the Convertible Notes and Convertible
      Notes discount during the nine months ended, and as of September 30, 2007,
      was
      as follows (in thousands):




Dec.
                31, 2006
            
            Activity
            
            Insider
                Purchasers
              Activity
            
            September
                30, 2007Principal
                of Convertible Notes:March
                2006 private placement
            
            $
            5,665
            
            $
            —
            
            $
            —
            
            $
            5,665April
                2006 private placement
            
            
            515
            
            
            —
            
            
            —
            
            
            515September
                2007 private placement
            
            
            —
            
            
            3,100
            
            
            438
            
            
            3,538Convertible
                Notes issued as payment for interest
            
            
            426
            
            
            575
            
            
            —
            
            
            1,0016,606
            
            
            3,675
            
            
            438
            
            
            10,719Discount:Derivative
                financial instrument - Series A Warrants
            
            
            (2,873
            )
            
            —
            
            
            —
            
            
            (2,873
            )Derivative
                financial instrument - Series A-2 Warrants
            
            
            —
            
            
            (4,484
            )
            
            (250
            )
            
            (4,734
            )Reduction
                of exercise price and extension of expiration dates of
                warrants
            
            
            (766
            )
            
            —
            
            
            —
            
            
            (766
            )(3,639
            )
            
            (4,484
            )
            
            (250
            )
            
            (8,373
            )Accretion
                of discount
            
            
            1,359
            
            
            2,329
            
            
            3
            
            
            3,691(2,280
            )
            
            (2,155
            )
            
            (247
            )
            
            (4,682
            )Convertible
                Notes, net of discount
            
            $
            4,326
            
            $
            1,520
            
            $
            191
            
            $
            6,037




In
      the
      March and April 2006 private placement, we issued $5,665,000 and $515,000,
      respectively, with a total aggregate principal amount of $6,180,000 of our
      Convertible Notes and Series A warrants to purchase 6,180,000 shares of common
      stock at an exercise price of $0.65 per share. The Series A warrants are
      exercisable for a period of five years and are subject to certain anti-dilution
      protection. As a result of the September 2007 private placement the exercise
      price of the Series A warrants has been adjusted to $0.63 per share as of
      September 30, 2007. We also agreed to reduce the exercise price of 3,625,000
      previously issued warrants held by the investors in these private placements
      to
      $0.65 from a weighted average price of $3.38, and to extend the expiration
      date
      of any such warrants to no earlier than three years after the offering date.
      As
      a result of the September 2007 private placement the exercise price of the
      Series A warrants has been adjusted to $0.63 per share as of September 30,
      2007.
      The new weighted average expiration date of the warrants is 3.5 years from
      a
      previous weighted average expiration date of 2.9 years. In addition, we issued
      to the designees and assigns of Burnham Hill Partners placement agent warrants
      to purchase 618,000 shares of our common stock at an exercise price of $0.55
      per
      share. The warrants are subject to certain anti-dilution protection. The
      $5,585,000 net proceeds of the March and April 2006 private placement were
      used
      to support our corporate restructuring program and for working capital.




We
      accounted for the reduction of the exercise price of 3,625,000 previously issued
      warrants held by the investors in the March and April 2006 private placement
      to
      $0.65 from a weighted average price of $3.38, and the extension of the
      expiration date of any such warrants to no earlier than three years after the
      offering date at fair value as a debt discount with an offsetting credit to
      paid
      in capital. A portion of the finance costs of the Convertible Notes issued
      in
      March and April 2006 were allocated to this transaction and charged to paid
      in
      capital. The estimated fair value of this modification is based on the excess
      of
      the fair value of these warrants at the date of the financings over the fair
      value of these warrants at their original terms. In the March and April 2006
      private placement, $766,000 of the proceeds were attributed to the estimated
      fair value of the modification of price and term of these warrants. The $766,000
      fair value of this modification was treated as a discount of the Convertible
      Notes and expensed, using the effective interest method, over the 18 month
      period to the original maturity date of the Convertible Notes.




12




In
      September 2007, we amended the terms of our then outstanding Convertible Notes
      to extend the maturity date to March 31, 2009 from September 30, 2007 (the
      “Convertible Notes Extension”). In consideration for the Convertible Notes
      Extension we issued Series A-2 Warrants to the note holders to purchase an
      aggregate of 4,773,000 shares of common stock (which represented thirty-three
      (33%) percent of the shares of common stock issuable upon conversion of the
      then
      outstanding Convertible Notes and accrued interest). The Series A-2 Warrants
      have an exercise price of $0.65 per share and are exercisable for a period
      of
      five years. The warrants are subject to certain anti-dilution protection.
      Burnham Hill Partners acted as financial advisor for the Preferred Stock
      Exchange and Convertible Notes Extension and received financial advisory
      warrants to purchase 250,000 shares of common stock at an exercise price of
      $0.65 per share. The warrants are exercisable for a period of five years and
      are
      subject to certain anti-dilution protection. The Company allocated 150,000
      of
      the warrants, with a fair value of $86,000, to the Convertible Notes Extension
      and incurred professional fees related to the Convertible Notes Extension of
      $50,000.




The
      Convertible Notes bear interest at 10% per annum, increasing to 12% on the
      first
      anniversary following their issuance, and mature on March 31, 2009. Beginning
      in
      January 2008 the per annum interest rate on the unpaid principal balance of
      the
      Convertible Notes then in effect shall increase if the Company fails to achieve
      a minimum adjusted quarterly earnings before interest, taxes, depreciation
      and
      amortization (the “Adjusted EBITDA”) as defined in the Convertible Notes. The
      per annum interest rate shall increase by 200 basis points if the stated
      quarterly Adjusted EBITDA is not achieved, and such increase will be cumulative
      for each subsequent quarterly failure to achieve the stated Adjusted EBITDA;
      provided, however, that the per annum interest rate shall revert to the lower
      interest rate in the event the Company achieves or exceeds the stated or
      cumulative minimum Adjusted EBITDA in any subsequent quarterly period. The
      Convertible Notes and other transaction documents provide that the Insider
      Purchasers will not be entitled to all of the rights and benefits available
      to
      the other purchasers upon the failure by the Company to achieve Adjusted
      EBITDA.




The
      Convertible Notes are convertible into common stock at a conversion rate of
      $0.50 per share. We have the option to pay the accrued interest for the
      Convertible Notes in cash or additional Convertible Notes. To date, all required
      interest payments have been made by issuing additional Convertible
      Notes.




In
      the
      September 2007 private placement, we issued $3,538,000 of our Convertible Notes
      and Series A-2 warrants to purchase 3,538,000 shares of common stock at an
      exercise price of $0.65 per share. Insider Purchasers invested $438,000 in
      the
      private placement. The Series A-2 warrants are exercisable for a period of
      five
      years and are subject to certain anti-dilution protection. In addition, we
      issued to the designees and assigns of Burnham Hill Partners placement agent
      warrants to purchase 566,080 shares of our common stock at an exercise price
      of
      $0.55 per share. The warrants are exercisable for a period of five years and
      are
      subject to certain anti-dilution protection. Burnham Hill Partners received
      a
      cash fee of $283,000, which equaled eight (8%) percent of the gross proceeds
      we
      received. The $3,230,000 net proceeds of the September 2007 private placement
      is
      being used for working capital.




During
      the nine and three months ended September 30, 2007 the accretion of discount
      on
      the Convertible Notes was $2,332,000 and $952,000, respectively. During the
      nine
      and three months ended September 30, 2006 the accretion of discount was $819,000
      and $450,000, respectively.




13




**Financing
      Costs**




The
      financing costs, which were included in Other Assets in the accompanying
      consolidated balance sheets, and accumulated amortization as of September 30,
      2007, are as follows (in thousands):




2006
                Private placement
            
            2007
                Private placement and Convertible Notes Extension
            
            2007
                Private placement, Insider Purchasers
            
            TotalCash
                financing costs:Placement
                agent fees - Burnham Hill Partners
            
            $
            480
            
            $
            248
            
            $
            35
            
            $
            763Other
                financing costs
            
            
            115
            
            
            72
            
            
            3
            
            
            190595
            
            
            320
            
            
            38
            
            
            953Non-cash
                financing costs:Placement
                agent and financial advisory warrants - Burnham Hill
                Partners
            
            
            296
            
            
            377
            
            
            41
            
            
            714Financing
                costs charged to additional paid in capital
            
            
            (110
            )
            
            -
            
            
            -
            
            
            (110
            )Total
                financing costs
            
            
            781
            
            
            697
            
            
            79
            
            
            1,557Accumulated
                amortization
            
            
            (781
            )
            
            (11
            )
            
            (1
            )
            
            (793
            )$
            0
            
            $
            686
            
            $
            78
            
            $
            764




The
      financing costs for the March and April 2006 private placement were being
      amortized over the 18 month period through September 30, 2007, the maturity
      date
      of the originally issued Convertible Notes. The financing costs for the
      September 2007 private placement and extension of the maturity date of the
      March
      and April 2006 private placement are being amortized over the 18 month period
      through March 31, 2009, the current maturity date of the Convertible Notes.
      During the nine and three months ended September 30, 2007 the amortization
      of
      financing costs was $404,000 and $143,000, respectively. During the nine and
      three months ended September 30, 2006 the amortization of financing costs was
      $259,000 and $130,000, respectively.




14




**Accounting
      for Conversion Feature and Series A and A-2 Warrants Derivative
      Liabilities**




Activity
      for derivative liabilities during the nine months ended September 30, 2007
      and
      as of December 31, 2006 was as follows (in thousands):




Dec.
                31, 2006
            
            Additions
            
            Increase
                (decrease) in Fair Value
            
            September
                30, 2007(i)  
                 Derivative financial instrument - February 2004 capital
                raise
            
            $
            1,236
            
            $
            —
            
            $
            (30
            )
            $
            1,206(ii) 
                 Derivative financial instrument - Beneficial conversion feature -
                Convertible Notes
            
            
            1,666
            
            
            1,757
            
            
            1,757
            
            
            5,180(ii) 
                 Derivative financial instrument - Beneficial conversion feature -
                Convertible Notes, Insider Purchasers
            
            
            —
            
            
            220
            
            
            —
            
            
            220(iii)
                 Derivative financial instrument - Series A Warrants
            
            
            1,399
            
            
            —
            
            
            1,780
            
            
            3,179(iv)
                 Derivative financial instrument - Series A-2 Warrants, September
                2007 private placement
            
            
            —
            
            
            1,765
            
            
            3
            
            
            1,768(iv)
                 Derivative financial instrument - Series A-2 Warrants, September
                2007 private placement, Insider Purchasers
            
            
            —
            
            
            250
            
            
            —
            
            
            250(v) 
                 Derivative financial instrument - Series A-2 Warrants, issued in
                connection with Convertible Notes Extension
            
            
            —
            
            
            2,719
            
            
            3
            
            
            2,7224,301
            
            $
            6,711
            
            $
            3,513
            
            
            14,525Current
                portion
            
            
            4,301
            
            
            
            
            
            
            
            
            9,125$
            0
            
            
            
            
            
            
            
            $
            5,400




The
      components of the increase or (decrease) in the fair value of derivative
      financial instruments with changes in value recorded as other (income) expense
      for the nine and three months ended September 30, 2007 and 2006 was as follows
      (in thousands):




Nine
                Months Ended September 30,
            
            Three
                Months Ended September 30,2007
            
            2006
            
            2007
            
            2006(i)  
                 Derivative financial instrument - February 2004 capital
                raise
            
            $
            (30
            )
            $
            (334
            )
            $
            (17
            )
            $
            (308
            )(ii) 
                 Derivative financial instrument - Beneficial conversion feature -
                Convertible Notes
            
            
            1,757
            
            
            (184
            )
            
            1,757
            
            
            (570
            )(ii)  
                Derivative financial instrument - Beneficial conversion feature -
                Convertible Notes, Insider Purchasers
            
            
            —
            
            
            —
            
            
            —
            
            
            —(iii)
                 Derivative financial instrument - Series A Warrants
            
            
            1,780
            
            
            (1,294
            )
            
            761
            
            
            (1,513
            )(iv)
                 Derivative financial instrument - Series A-2 Warrants, September
                private placement
            
            
            3
            
            
            —
            
            
            3
            
            
            —(iv)
                 Derivative financial instrument - Series A-2 Warrants, September
                2007 private placement, Insider Purchasers
            
            
            —
            
            
            —
            
            
            —
            
            
            —(v) 
                 Derivative financial instrument - Series A-2 Warrants, issued in
                connection with Convertible Notes Extension
            
            
            3
            
            
            —
            
            
            3
            
            
            —$
            3,513
            
            $
            (1,812
            )
            $
            2,507
            
            $
            (2,391
            )




15




(i)
      We
      accounted for the registration rights agreement related to the February 2004
      capital raise as a separate freestanding instrument and accounted for the
      liquidated damages provision as a derivative liability subject to SFAS No.
      133.
      The estimated fair value of the derivative liability is based on estimates
      of
      the probability and costs expected to be incurred and such estimates are
      revalued at each balance sheet date with changes in value recorded as other
      income or expense. We estimated the fair value of the derivative liability
      as of
      September 30, 2007 and December 31, 2006 to be $1,206,000 and $1,236,000,
      respectively.




(ii)
      We
      accounted for the convertibility of the Convertible Notes into common stock
      at a
      conversion rate of $0.50 per share as a derivative liability subject to SFAS
      No.
      133. Management determined that the events or actions necessary to deliver
      registered shares are not controlled by the Company and that the holders have
      the
      right to demand that the Company pay the holders in cash, calculated as defined
      in the Convertible Notes , under
      certain circumstances. Accordingly, the Company accounted for the beneficial
      conversion feature as a derivative liability. The estimated fair value of the
      derivative liability is based on the prepayment amount that would be owed to
      a
      Convertible Notes holder if payment is required. The prepayment amount is the
      greater of (i) 125% of the value of the Convertible Notes and accrued interest
      and (ii) the value if the Convertible Notes and accrued interest converted
      into
      common stock at $0.50 per share and then multiplied by the then current stock
      price. Since the Convertible Notes are convertible at the issuance date an
      expense related to the derivative liability is recognized on that date. We
      estimated the fair value of the derivative liability as of September 30, 2007
      and December 31, 2006 to be $5,400,000 and $1,666,000, respectively. During
      the
      nine and three months ended September 30, 2007 we recognized $1, 977,000 and
      $1,882,000, respectively, for the estimated fair value of the derivative
      liability of the Convertible Notes when they were issued. During the nine and
      three months ended September 30, 2006 we recognized $1,808,000 and $40,000,
      respectively, for the estimated fair value of the derivative liability of the
      original Convertible Notes when they were issued.




(iii)
      We
      accounted for the issuance of the Series A warrants to purchase 6,180,000 shares
      of common stock at an exercise price of $0.65 per share as a derivative
      liability subject to SFAS No. 133. Management determined that the events or
      actions necessary to deliver registered shares are not controlled by the Company
      and that the holders have
      the
      right to demand that the Company pay the holders in cash, calculated as defined
      in the Series A warrant, under
      certain circumstances. Accordingly the Company accounted for the Series A
      warrants as a derivative liability. The estimated fair value of the derivative
      liability is calculated using the Black-Scholes method and such estimates are
      revalued at each balance sheet date with changes in value recorded as other
      income or expense. We estimated the fair value of the derivative liability
      as of
      September 30, 2007 and December 31, 2006 to be $3,179,000 and $1,399,000,
      respectively.




(iv)
      In
      connection with the September 2007 private placement we accounted for the
      issuance of the Series A-2 warrants to purchase 3,538,000 shares of common
      stock
      at an exercise price of $0.65 per share as a derivative liability subject to
      SFAS No. 133. Management determined that the events or actions necessary to
      deliver registered shares are not controlled by the Company and that the holders have
      the
      right to demand that the Company pay the holders in cash, calculated as defined
      in the Series A-2 warrant, under
      certain circumstances. Accordingly the Company accounted for the Series A-2
      warrants as a derivative liability. The estimated fair value of the derivative
      liability is calculated using the Black-Scholes method and such estimates are
      revalued at each balance sheet date with changes in value recorded as other
      income or expense. In the September 2007 private placement, $2,015, 000 of
      the
      proceeds was attributed to the estimated fair value of the derivative liability.
      The $2,015, 000 for the derivative liability will be treated as a discount
      on
      the Convertible Notes and expensed, using the effective interest method, over
      the 18 month period to the maturity of the Convertible Notes. We estimated
      the
      fair value of the derivative liability as of September 30, 2007 to be
      $2,018,000.




(v)
      In
      connection with the Convertible Notes Extension we accounted for the issuance
      of
      the Series A-2 warrants to purchase 4,773,000 shares of common stock at an
      exercise price of $0.65 per share as a derivative liability subject to SFAS
      No.
      133. Management determined that the events or actions necessary to deliver
      registered shares are not controlled by the Company and that the holders have
      the
      right to demand that the Company pay the holders in cash, calculated as defined
      in the Series A-2 warrant, under
      certain circumstances. Accordingly the Company accounted for the Series A
      warrants as a derivative liability. The estimated fair value of the derivative
      liability is calculated using the Black-Scholes method and such estimates are
      revalued at each balance sheet date with changes in value recorded as other
      income or expense. In the Convertible Notes Extension $2,719,000 was attributed
      to the estimated fair value of the derivative liability. The $2,719,000 for
      the
      derivative liability will be treated as a discount on the Convertible Notes
      and
      expensed, using the effective interest method, over the 18 month period to
      the
      Convertible Notes’ maturity date. We estimated the fair value of the derivative
      liability as of September 30, 2007 to be $2,722,000.




16




**Insider
      Purchasers investment in September 2007 Private Placement**




In
      the
      September 2007 private placement the Insider Purchasers invested an aggregate
      of
      $438,000 and were issued Convertible Notes and Series A-2 warrants to acquire
      438,000 shares of common stock. The Convertible Notes and other transaction
      documents provide that the Insider Purchasers will not be entitled to all of
      the
      rights and benefits available to the other purchasers upon the occurrence of
      certain events, including, but not limited to, an event of default, the failure
      by Glowpoint to achieve specified Adjusted EBITDA (as defined below), and the
      failure to timely file the required registration statement.




**Convertible
      Notes -Adjusted EBITDA Requirements**




If
      the
      Company does not achieve the following minimum Adjusted EBITDA the per annum
      interest rate on the unpaid principal balance of the Convertible Notes then
      in
      effect shall increase by 200 basis points, and such increase will be cumulative
      for each subsequent period; provided, however, that the per annum interest
      rate
      shall revert to the lower interest rate in the event the Company achieves or
      exceeds the cumulative minimum Adjusted EBITDA for any subsequent determination
      date. Failure to maintain the minimum Adjusted EBITDA, however, shall not
      constitute an Event of Default as defined in the Convertible Notes agreements.
      The Adjusted EBITDA (as defined below) targets for the determination dates
      are
      as follows:




Determination
                Date
            
            Adjusted
                EBITDAAs
                of March 31, 2008
            
            $0
                for the quarter ending March 31, 2008As
                of June 30, 2008
            
            $1,000,000
                for the period commencing on January 1, 2008 and ending on June 30,
                2008.As
                of September 30, 2008
            
            $1,500,000
                for the quarter ending September 30, 2008, or $2,500,000 for the
                period
                commencing on January 1, 2008 and ending on September 30,
                2008.As
                of December 31, 2008
            
            $2,000,000
                for the quarter ending December 31, 2008 or $4,500,000 for the year
                ended
                December 31, 2008.




“Adjusted
      EBITDA” is defined as the sum of the amounts for such period of (i) net income
      or loss before dividends, plus (ii) charges for foreign, federal, state and
      local taxes as computed on our income tax returns, plus (iii) interest expense,
      plus (iv) depreciation, plus (v) amortization expense, including, without
      limitation, amortization of goodwill and other intangible assets and
      amortization of stock based compensation expense, plus (vi) extraordinary
      losses, plus (vii) charges related to any financing consummated on or prior
      to
      the September 2007 private placement, plus (viii) the cost of any beneficial
      conversion feature of any outstanding security, plus (ix) the cost of any
      accretion of discounts minus (x) interest income, minus (xi) extraordinary
      gains, and (xii) such other adjustments to eliminate the impact of any
      derivative financial instruments.




17




**Note
      6 - Interest Expense**




The
      components of interest expense for the nine and three months ended September
      30,
      2007 and 2006 are presented below (in thousands):




Nine
                Months Ended
              September
                30,
            
            Three
                Months Ended
              September
                30,2007
            
            2006
            
            2007
            
            2006Accretion
                of discount on Convertible Notes
            
            $
            2,329
            
            $
            819
            
            $
            949
            
            $
            450Accretion
                of discount on Convertible Notes, Insider Purchasers
            
            
            3
            
            
            —
            
            
            3
            
            
            —Interest
                on Convertible Notes
            
            
            599
            
            
            317
            
            
            225
            
            
            162Interest
                on Convertible Notes, Insider Purchasers
            
            
            1
            
            
            —
            
            
            1
            
            
            —Beneficial
                conversion feature - Convertible Notes
            
            
            1,755
            
            
            1,808
            
            
            1,661
            
            
            40Beneficial
                conversion feature - Convertible Notes, Insider Purchasers
            
            
            220
            
            
            —
            
            
            220
            
            
            —Interest
                expense for sales and use taxes and regulatory fees
            
            
            229
            
            
            196
            
            
            75
            
            
            73Other
                interest expense
            
            
            3
            
            
            —
            
            
            1
            
            
            —$
            5,139
            
            $
            3,140
            
            $
            3,135
            
            $
            725




**Note
      7- March 2006 Restructuring**




In
      March
      2006, we implemented a corporate restructuring plan designed to reduce certain
      operating, sales and marketing and general and administrative costs. The costs
      of this restructuring, which totaled approximately $1,200,000 and consisting
      of
      severance payments, acceleration of vesting of stock options and benefit
      reimbursements, were recorded in the first quarter of 2006 and were paid through
      April 2007. As part of the restructuring initiative, we implemented management
      changes, including the departure of twenty-one employees and the promotion
      of
      Michael Brandofino to Chief Operating Officer. David Trachtenberg, President
      and
      Chief Executive Officer since October 2003, and Gerard Dorsey, Executive Vice
      President and Chief Financial Officer since December 2004 left Glowpoint. In
      connection with their separation, Messrs. Trachtenberg and Dorsey were paid
      severance based upon their employment agreements of approximately $500,000
      and
      $155,000, respectively, over the following year and received other benefits
      (e.g., accelerated vesting of restricted stock or options) valued at
      approximately $180,000 and $7,000, respectively. The amount paid to them is
      a
      portion of the $1,200,000 of restructuring costs recorded in the first quarter
      of 2006. There is no outstanding liability at September 30, 2007.




**Note
      8 - Commitments and Contingencies**




We
      have
      entered into a number of agreements with telecommunications companies to
      purchase communications services. Some of the agreements require a minimum
      amount of services purchased over the life of the agreement, or during a
      specified period of time.




Glowpoint
      believes that it will meet its commercial commitments. In certain instances
      where Glowpoint did not meet the minimum commitments no penalties for minimum
      commitments have been assessed and the Company has entered into new agreements.
      It has been our experience that the prices and terms of successor agreement
      are
      similar to those offered by other carriers. Glowpoint is in discussion with
      one
      carrier where the Company’s computation differs from that of the carrier.
      Glowpoint believes that it will ultimately complete negotiations with the
      carrier that will result in no penalty under the current arrangement. Glowpoint
      does not believe that any loss contingency related to a potential shortfall
      should be recorded in the financial statements because it is not probable,
      from
      the information available and from prior experience, that Glowpoint has incurred
      a liability.




18




**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**




*Certain
      statements in this Quarterly Report on Form 10-Q, (the “Report”), are
“forward-looking statements.” These forward-looking statements include, but are
      not limited to, statements about the plans, objectives, expectations and
      intentions of Glowpoint, Inc.* *(“Glowpoint”
      or “we” or “us”)* *and
      other statements contained in this Report that are not historical facts.
      Forward-looking statements in this Report or hereafter included in other
      publicly available documents filed with the Securities and Exchange Commission(
      the “Commission”), reports to our stockholders and other publicly available
      statements issued or released by us involve known and unknown risks,
      uncertainties and other factors which could cause our actual results,
      performance (financial or operating) or achievements to differ from the future
      results, performance (financial or operating) or achievements expressed or
      implied by such forward-looking statements. Such future results are based upon
      management's best estimates based upon current conditions and the most recent
      results of operations. When used in this Report, the words “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar
      expressions are generally intended to identify forward-looking statements,
      because these forward-looking statements involve risks and uncertainties. There
      are important factors that could cause actual results to differ materially
      from
      those expressed or implied by these forward-looking statements, including our
      plans, objectives, expectations and intentions and other factors that are
      discussed*  *under
      the section entitled “Risk Factors,” in item 7 of our* *consolidated financial statements and the footnotes thereto for the fiscal
      year
      ended December 31, 2006 as filed with the Commission as an exhibit to our Form
      10-K on June 6, 2007.* **




*The
      following discussion and analysis should be read in conjunction with the
      consolidated financial statements and related notes included elsewhere in this
      Report.*




**Overview**




Glowpoint,
      Inc. ("Glowpoint" or "we" or "us" or “the Company”), a Delaware corporation, is
      a premiere broadcast-quality, IP (Internet Protocol)-based managed video
      services provider. Our mission is to improve the ease-of-use,
      cost-effectiveness, functionality, and quality of existing video communications
      in order to make it an integral and ubiquitous part of everyday business and
      personal communications. We believe video communications should be as easy
      and
      spontaneous to use as your telephone, but with the power of face-to-face
      communication. We view our services as analogous to cellular service providers
      in the cellular telephone industry. Regardless of the cellular phone purchased,
      users must select a cellular service provider to make it work. Users make that
      service decision based on the features, reliability and price offered by the
      service provider. In our industry, regardless of the video conferencing
      equipment purchased, Glowpoint provides the managed video services to make
      it
      work. In doing so, we offer a vast array of managed video services, including
      video application services, managed network services, IP and ISDN
      videoconferencing services, multi-point conferencing (bridging), technology
      hosting and management, and professional services. We provide these services
      to
      a wide variety of companies, from large enterprises and governmental entities
      to
      small and medium-sized businesses. Glowpoint is exclusively focused on high
      quality two-way video communications and has been supporting millions of video
      calls since its launch in 2000. We have bundled some of our managed services
      to
      offer video communication solutions for broadcast/media content acquisition
      and
      for video call center applications. With the advent of HD (High Definition)
      Telepresence solutions, we have combined various components of our features
      and
      services into a comprehensive “white glove” service offering that can support
      virtually any of the telepresence solutions on the market today.




**Critical
      Accounting Policies**




Except
      for amortization of the capitalized software costs there have been no changes
      to
      our critical accounting policies in the three months ended September 30, 2007.
      Critical accounting policies and the significant estimates made in accordance
      with them are regularly discussed with our Audit Committee. Those policies
      are
      discussed under “Critical Accounting Policies” in our “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations” included in Item
      7 of our consolidated financial statements and the footnotes thereto for the
      fiscal year ended December 31, 2006 as filed with the Securities and Exchange
      Commission as an exhibit to Form 10-K on June 6, 2007.




19




**Results
      of Operations**




The
      following table sets forth for the nine and three months ended September 30,
      2007 and 2006; information derived from our condensed consolidated financial
      statements as expressed as a percentage of revenue:




(Unaudited)
              Nine
                Months Ended
              September
                30,
            
            (Unaudited)
              Three
                Months Ended
              September
                30,2007
            
            2006
            
            2007
            
            2006Revenue
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of revenue
            
            
            67.8
            
            
            69.6
            
            
            67.7
            
            
            67.9Gross
                margin
            
            
            32.2
            
            
            30.4
            
            
            32.3
            
            
            32.1Operating
                expenses:Research
                and development
            
            
            3.1
            
            
            4.5
            
            
            3.6
            
            
            3.8Sales
                and marketing
            
            
            12.7
            
            
            13.7
            
            
            12.4
            
            
            12.7General
                and administrative
            
            
            35.6
            
            
            67.3
            
            
            31.6
            
            
            48.0Total
                operating expenses
            
            
            51.4
            
            
            85.5
            
            
            47.6
            
            
            64.5Loss
                from operations
            
            
            (19.2
            )
            
            (55.1
            )
            
            (15.3
            )
            
            (32.4
            )Interest
                and other expense (income):Interest
                expense
            
            
            29.7
            
            
            21.6
            
            
            54.0
            
            
            14.9Interest
                income
            
            
            (0.2
            )
            
            (0.5
            )
            
            (0.1
            )
            
            (0.6
            )Increase
                (decrease) in fair value of derivative financial
                instruments
            
            
            20.3
            
            
            (12.4
            )
            
            43.2
            
            
            (49.3
            )Amortization
                of deferred financing costs
            
            
            2.3
            
            
            1.8
            
            
            2.5
            
            
            2.7Total
                interest and other expense (income), net
            
            
            52.1
            
            
            10.5
            
            
            99.6
            
            
            (32.3
            )Net
                loss
            
            
            (71.3
            )
            
            (65.6
            )
            
            (114.9
            )
            
            (0.1
            )Gain
                on redemption of preferred stock
            
            
            4.6
            
            
            —
            
            
            13.8
            
            
            —Preferred
                stock dividends
            
            
            (1.4
            )
            
            (1.8
            )
            
            (1.4
            )
            
            (1.8
            )Net
                loss attributable to common stockholders
            
            
            (68.1
            )%
            
            (67.4
            )%
            
            (102.5
            )%
            
            (1.9
            )%




**Nine
      Months Ended September 30, 2007 (the “2007 period”) Compared to Nine Months
      Ended September 30, 2006 (the “2006 period”).**




**Revenue** -
      Revenue increased $2,759,000, or 19.0%, in the 2007 period to $17,311,000 from
      $14,552,000 in the 2006 period. Subscription and related revenue increased
      $1,420,000, or 14.8%, in the 2007 period to $11,018,000 from $9,598,000 in
      the
      2006 period.  The increased subscription and related revenue is caused by
      increases in installed subscription circuits and in revenue per
      circuit.   Non-subscription revenue consisting of bridging, services,
      special events and other one-time fees increased $1,339,000, or 27.0%, in the
      2007 period to $6,293,000 from $4,954,000 in the 2006 period.  The primary
      causes were $973,000 of one-time integration services on equipment required
      by
      broadcast customers as part of the implementation of their two-year
      agreements.  Glowpoint was asked to facilitate the procurement and
      integration of equipment on behalf of the broadcast customers and agreed to
      do
      so as a pass-through service.  Therefore all equipment integrated into the
      solution was billed to the broadcast customers at cost plus a slight mark-up
      and
      the related costs are included in cost of revenue. In addition, bridging
      services increased $392,000, or 19.9%, in the 2007 period to $2,361,000 from
      $1,969,000 in the 2006 period.  This was a result of a concerted effort by
      the Company to grow revenue from bridging services and was facilitated by the
      hiring of a Product Manager who focused on the bridging
      business.




**Cost
      of revenue** - Cost
      of revenue for the 2007 period increased $1,607,000, or 15.9%, to $11,735,000
      from $10,128,000 in the 2006 period. The primary components of this increase
      were $1,384,000 of sales taxes and regulatory fees that until the fourth period
      of 2006 were not properly collected and remitted and, as a result we had accrued
      this liability in general and administrative expenses. Subsequently, these
      sales
      taxes and regulatory fees were being properly collected and remitted to the
      taxing authorities and that expense is now included in cost of revenues. Another
      increase was for $922,000 of one-time integration services on equipment required
      by broadcast customers, discussed in the Revenue section. These increases were
      partially offset by $405,000 of savings from the continuing efforts to eliminate
      costs in our network and our on-going activity involving the renegotiation
      of
      rates and the migration of service to lower cost providers where possible and
      a
      $294,000 reduction in depreciation costs.




20




**Gross
      margin** - Gross
      margin for the 2007 period increased $1,152,000, or 26.0%, to $5,576,000 from
      $4,424,000 in the 2006 period. The savings discussed in Cost of Revenue section
      caused our gross margin to increase to 32.2% in the 2007 period from 30.4%
      in
      the 2006 period. Excluding the broadcast customers integration transactions
      our
      gross margin percentage is 33.9% in the 2007 period. The rate of increase in
      our
      gross margin percentage is not indicative of results expected to be achieved
      in
      subsequent periods.




**Research
      and development** -
      Research and development expenses, which include the costs of the personnel
      in
      this group, the equipment they use and their use of the network for development
      projects, decreased $124,000, or 18.8% in the 2007 period to $534,000 from
      $658,000 in the 2006 period. The primary components of the decrease were
      reductions of $32,000 in salaries and benefits as a result of the corporate
      restructuring that took place in March 2006 and $11,000 of depreciation. In
      addition, we capitalized $117,000 of software development costs related to
      our
“Customer Connect” software that is to be sold, leased or licensed to third
      parties in the future. These decreases were partially offset by a $32,000
      increase in contract employees. Research and development expenses, as a
      percentage of revenue, were 3.1% for the 2007 period and 4.5% for the 2006
      period.




**Sales
      and marketing** - Sales
      and marketing expenses, which include sales salaries, commissions, overhead
      and
      marketing costs, increased $205,000, or 10.3%, in the 2007 period to $2,194,000
      from $1,989,000 in the 2006 period. The primary components of the increase
      were
      $143,000 for marketing and trade show expenses, $38,000 for contract employees,
      $37,000 for agent commissions and $15,000 in travel and entertainment costs.
      These increases were partially offset by reductions of $13,000 of consultant
      fees and $9,000 of depreciation. Sales and marketing expenses, as a percentage
      of revenue, were 12.7% for the 2007 period and 13.7% for the 2006 period.




**General
      and administrative** -
      General and administrative expenses decreased $3,617,000, or 37.0%, in the
      2007
      period to $6,170,000 from $9,787,000 in the 2006 period. The primary components
      of this decrease were reductions of $1,200,000 for the accrual of the March
      2006
      restructuring program, $943,000 of accrued sales taxes and regulatory fees
      that
      are now included in cost of revenue, $813,000 in professional fees related
      to
      the restatements of 2004 and 2005 financial statements, $551,000 of salaries
      and
      benefits as a result of the March 2006 restructuring program, $130,000 of
      equipment rental, maintenance and repairs and $55,000 of depreciation. These
      reductions were partially offset by increases of $38,000 in deferred
      compensation, $35,000 of consulting expenses and $30,000 in insurance. General
      and administrative expenses, as a percentage of revenue, were 35.6% in the
      2007
      period and 67.3% in the 2006 period.




**Interest
      and other expense (income)** -
      Interest and other expense (income) increased $7,502,000, or 493.9%, in the
      2007
      period to $9,021,000 from $1,519,000 in the 2006 period. The primary component
      of this growth was caused by an increase in our common stock price to $0.75
      per
      share at September 30, 2007 from $0.39 per share at September 30, 2006, which
      caused an increase in derivative liabilities determined in accordance with
      SFAS
      No. 133. In Item 3. “Quantitative and Qualitative Disclosures about Market
      Risk”, we show the effect of certain common stock prices on the derivative
      financial instruments shown in the consolidated balance sheets and the increase
      or decrease in fair value of derivative financial instruments and net loss
      attributable to common stockholders shown in the consolidated statement of
      operations as of September 30, 2007. The actual increases were $5,325,000 for
      changes in the fair value of derivative financial instruments related to the
      Series A and A-2 warrants and the February 2004 private placement, $1,513,000
      for the accretion of discount related to the Convertible Notes, $283,000 of
      accrued interest expense related to the Convertible Notes, $167,000 for the
      beneficial conversion feature related to additional Convertible Notes, $145,000
      of amortization of deferred financing costs incurred in connection with the
      Convertible Notes, $33,000 of accrued interest related to sales and use taxes
      and regulatory fees and $33,000 of interest income.




**Income
      taxes -** As
      a
      result of our losses we recorded no provision for incomes taxes in the nine
      months ended September 30, 2007 and 2006. Any deferred
      tax asset that would be related to our losses has been fully reserved under
      a
      valuation allowance, reflecting the uncertainties as to realization evidenced
      by
      the Company’s historical results and restrictions on the usage of the net
      operating loss carryforwards.




**Net
      loss** -
      Net
      loss increased $2,814,000, or 29.5%, to $12,343,000 in the 2007 period from
      $9,529,000 in the 2006 period.




**Gain
      on redemption of preferred stock -** As
      a
      result of the Preferred Stock Exchange in September 2007 we recognized a gain
      for the $799,000 excess of Series B Carrying Amount over the Series C Fair
      Value
      in the 2007 period.




21




**Preferred
      stock dividends** -
      We
      recognized preferred stock dividends of $252,000 for the 2007 period and
      $259,000 for the 2006 period related to our then outstanding Series B
      convertible preferred stock.




**Net
      loss attributable to common stockholders** - Net
      loss attributable to common stockholders increased $2,008, 000, or 20.5%, in
      the
      2007 period to $11,796,000, or $0.25 per basic and diluted share from
      $9,788,000, or $0.14 per basic and diluted share, in the 2006 period.




**Three
      Months Ended September 30, 2007 (the “2007 quarter”) Compared to Three Months
      Ended September 30, 2006 (the “2006 quarter”).**




**Revenue** -
      Revenue increased $953,000, or 19.6%, in the 2007 quarter to $5,803,000 from
      $4,850,000 in the 2006 quarter. Subscription and related revenue increased
      $663,000, or 20.9%, in the 2007 quarter to $3,833,000 from $3,170,000 in the
      2006 quarter.  The increased subscription and related revenue is caused by
      increases in installed subscription circuits and in revenue per
      circuit.  Non-subscription revenue consisting of bridging services,
      special events and other one-time fees increased $290,000, or 17.3%, in the
      2007
      quarter to $1,970,000 from $1,680,000 in the 2006 quarter.  The primary
      causes were $301,000 of one-time integration services on equipment required
      by a
      broadcast customer as part of the implementation of their two-year
      agreement.  Glowpoint was asked to facilitate the procurement and
      integration of equipment on behalf of a broadcast customer and agreed to do
      so
      as a pass-through service.  Therefore all equipment integrated into the
      solution was billed to the broadcast customer at cost plus a slight mark-up
      and
      the related costs are included in cost of revenue.




**Cost
      of revenue** - Cost
      of revenue for the 2007 quarter increased $637,000, or 19.3%, to $3,929,000
      from
      $3,292,000 in the 2006 quarter. The primary components of this increase were
      $477,000 of sales taxes and regulatory fees that until the fourth quarter of
      2006 were not properly collected and remitted and, as a result we had accrued
      this liability in general and administrative expenses. Subsequently, these
      sales
      taxes and regulatory fees were being properly collected and remitted to the
      taxing authorities and that expense is now included in cost of revenues. Another
      increase was for $266,000 of one-time integration services on equipment required
      by a broadcast customer, discussed in the Revenue section. These increases
      were
      partially offset by a $108,000 reduction in depreciation costs.




**Gross
      margin** - Gross
      margin for the 2007 quarter increased $316,000, or 20.3%, to $1,874,000 from
      $1,558,000 in the 2006 quarter. The savings discussed in Cost of Revenue section
      caused our gross margin to increase to 32.3% in the 2007 quarter from 32.1%
      in
      the 2006 quarter. Excluding the broadcast customers integration transaction
      our
      gross margin percentage is 33.6% in the 2007 period. The rate of increase in
      our
      gross margin percentage is not indicative of results expected to be achieved
      in
      subsequent quarters.




**Research
      and development** -
      Research and development expenses increased $25,000, or 13.6%, in the 2007
      quarter to $209,000 from $184,000 in the 2006 quarter. The primary component
      of
      the increase was $36,000 for contract employees partially offset by the
      capitalization of $14,000 of software development costs related to our “Customer
      Connect” software that is to be sold, leased or licensed to third parties in the
      future. Research and development expenses, as a percentage of revenue, were
      3.6%
      for the 2007 quarter and 3.8% for the 2006 quarter.




**Sales
      and marketing** - Sales
      and marketing expenses increased $102,000, or 16.6%, in the 2007 quarter to
      $717,000 from $615,000 in the 2006 quarter. The primary components of the
      increase were $48,000 for salaries and benefits, $39,000 for marketing and
      trade
      show expenses, and $12,000 for agent commissions. Sales and marketing expenses,
      as a percentage of revenue, were 12.4% for the 2007 quarter and 12.7% for the
      2006 quarter.




**General
      and administrative** -
      General and administrative expenses decreased $498,000, or 21.4%, in the 2007
      quarter to $1,831,000 from $2,329,000 in the 2006 period. The primary components
      of this decrease were reductions of $314,000 of accrued sales taxes and
      regulatory fees that are now included in cost of revenue, $257,000 in
      professional fees related to the restatements of prior period financial
      statements, $78,000 of office expenses, $20,000 of depreciation and $14,000
      for
      contract employees. Those reductions were partially offset by increases of
      $42,000 for Board of Directors fees, $18,000 in the amortization of deferred
      compensation related to option and restricted stock grants, $30,000 for
      printing, filing and fees related to being a public company, $29,000 for losses
      on disposal of equipment, $21,000 for salaries and benefits and $19,000 for
      bank
      fees. General and administrative expenses, as a percentage of revenue were
      31.6%
      for the 2007 quarter and 48.0% for the 2006 quarter.




22




**Interest
      and other expense (income)** -
      Interest and other expense (income) increased $7,341,000, or 469.7%, in the
      2007
      quarter to an expense of $5,778,000 from income of $1,563,000 in the 2006
      quarter. The primary components of this growth were caused by (i) an increase
      in
      our common stock price to $0.75 per share at September 30, 2007 from $0.39
      per
      share at September 30, 2006 which caused an increase in the derivative
      liabilities, and (ii) the issuance of additional Convertible Notes in September
      2007 with the immediate expensing of their related beneficial conversion
      feature. In Item 3. “Quantitative and Qualitative Disclosures about Market
      Risk”, we show the effect of certain common stock prices on the derivative
      financial instruments shown in the consolidated balance sheets and the increase
      or decrease in fair value of derivative financial instruments and net loss
      attributable to common stockholders shown in the consolidated statement of
      operations as of September 30, 2007. The components resulted in increases of
      $4,898,000 for changes in the fair value of derivative financial instruments
      related to the Series A and A-2 warrants and the February 2004 financing,
      $1,841,000 for expensing of the beneficial conversion feature related to
      additional Convertible Notes, $502,000 for the accretion of discount related
      to
      the Convertible Notes, $64,000 of accrued interest expense related to the
      Convertible Notes, a reduction of $20,000 of interest income and $13,000 of
      amortization of deferred financing costs incurred in connection with the
      Convertible Notes.




**Income
      taxes -** As
      a
      result of our losses we recorded no provision for incomes taxes in the three
      months ended September 30, 2007 and 2006. Any deferred
      tax asset that would be related to our losses has been fully reserved under
      a
      valuation allowance, reflecting the uncertainties as to realization evidenced
      by
      the Company’s historical results and restrictions on the usage of the net
      operating loss carryforwards.




**Net
      loss** -
      Net
      loss increased $6,654,000 to $6,661,000 in the 2007 quarter from $7,000 in
      the
      2006 quarter.




**Gain
      on redemption of preferred stock -** As
      a
      result of the Preferred Stock Exchange in September 2007 we recognized a gain
      for the $799,000 excess of Series B Carrying Amount over the Series C Fair
      Value
      in the 2007 quarter.




**Preferred
      stock dividends** -
      We
      recognized preferred stock dividends of $80,000 for the 2007 quarter and $87,000
      for the 2006 quarters related to our then outstanding Series B convertible
      preferred stock.




**Net
      loss attributable to common stockholders** - Net
      loss attributable to common stockholders increased $5,848,000 in the 2007
      quarter to $5,942,000, or $0.13 per basic and diluted share from $94,000, or
      $0.00 per basic and diluted share, in the 2006 quarter.




**Liquidity
      and Capital Resources**




Our
      condensed consolidated financial statements have been prepared assuming we
      will
      continue as a going concern. We have incurred recurring operating losses and
      negative operating cash flows since our inception including a net loss
      attributable to common stockholders of $11,796,000 for the nine months ended
      September 30, 2007. At September 30, 2007, we had a working capital deficit
      of
      $10,976,000. We had $3,029,000 in cash and cash equivalents at September 30,
      2007 and cash used in operating activities of $1,365,000 for the nine months
      ended September 30, 2007. We raised capital in March and April 2006 and
      September 2007 private placements, but continue to sustain losses and negative
      operating cash flows.  These factors raise substantial doubt as to our
      ability to continue as a going concern. Our primary liquidity requirements
      include capital expenditures and working capital needs and payment of the
      principal and interest on the Convertible Notes. See also, “Commitments and
      Contingencies” below.  We fund our liquidity requirements primarily through
      existing cash and, to the extent necessary and available, through issuing equity
      or debt.  In September 2007 we extended the maturity date of our then
      outstanding Convertible Notes to March 31, 2009 and we raised approximately
      $3.2
      million by issuing additional Convertible Notes, which also mature on March
      31,
      2009.  We believe that our available capital as of September 30, 2007,
      together with our restructured operating activities, the amended maturity date
      of the Convertible Notes, and assuming we are able to negotiate favorable terms
      with the authorities regarding our sales and use taxes and regulatory fees,
      will
      enable us to continue as a going concern through September 30, 2008. There
      are
      no assurances, however, that we will be able to negotiate favorable terms with
      the authorities regarding our sales and use taxes and regulatory fees. If we
      are
      unable to negotiate favorable terms with the authorities regarding our sales
      and
      use taxes and regulatory fees, it would have a material adverse effect on the
      Company. The accompanying financial statements do not include any adjustments
      that might result from these uncertainties.




23




In
      September 2007, we amended the terms of our then outstanding Convertible Notes
      to, among other things, extend the maturity date to March 31, 2009 from
      September 30, 2007. In consideration for the Convertible Notes Extension we
      issued Series A-2 Warrants to the note holders to purchase an aggregate of
      4,773,000 shares of common stock. The Series A-2 Warrants have an exercise
      price
      of $0.65 per share and are exercisable for a period of five years. Additionally,
      in a September 2007 private placement, we issued $3,538,000 of our Convertible
      Notes and Series A-2 warrants to purchase 3,538,000 shares of common stock
      at an
      exercise price of $0.65 per share. The Series A-2 warrants are exercisable
      for a
      period of five years. Insider Purchasers invested $438,000 in the private
      placement. The $3,230,000 net proceeds of the September 2007 private placement
      are being used for working capital. Also in September 2007, we issued an
      aggregate of 474.8126 shares of a new Series C convertible preferred stock
      in
      exchange for cancelling all of our issued and outstanding Series B convertible
      preferred stock, cancelling approximately $1,098,000 of accrued but unpaid
      dividends due on the Series B convertible preferred stock, and cancelling
      1,525,000 shares of common stock held by the Series B Holders. Each share of
      Series C convertible preferred stock is convertible at the holder’s election
      into 10,000 shares of common stock. The Series C convertible preferred
      stockholders are not entitled to receive dividends. The Series C convertible
      preferred stock must be converted into shares of common stock when the closing
      bid and ask price of the Company’s common stock exceeds $2.00 for a period of 10
      consecutive trading days. For a more detailed explanation of these transactions
      please see Notes 4, 5 and 6 in the Notes to the Condensed Consolidated Financial
      Statements. The brief descriptions of this transaction are qualified by
      reference to the provisions of the applicable exhibits to the Company's Form
      8-K
      filed with the Securities and Exchange Commission on September 24,
      2007.




Net
      cash
      used by operating activities was $1,365,000 for the 2007 period. The cash
      components used by operations were $176,000 for an increase in accounts
      receivable, and a $63,000 for an increase in prepaid expenses and other current
      assets. These were partially offset by $619,000 for an increase in customer
      deposits, $465,000 for an increase in accounts payable, accrued expenses, and
      sales taxes and regulatory fees and $63,000 for an increase in deferred
      revenue.




During
      the quarter ended September 30, 2007, there were no material changes in our
      contractual obligations.




Cash
      used
      in investing activities in the 2007 quarter for the purchase of property,
      equipment and leasehold improvements was $906,000. We have commitments to enter
      into capital lease expenditures of approximately $400,000 in 2007.




Cash
      provided by financing activities from the September 2007 private placement
      of
      Convertible Notes, net of $308,000 of financing costs, totaled $3,230,000.
      This
      was partially reduced by $83,000 of costs in September 2007 related to the
      extension of the maturity date of the Convertible Notes issued in March and
      April 2006 and the Preferred Stock Exchange.




24




**Convertible
      Notes -Adjusted EBITDA Requirements**




The
      Company needs to achieve minimum Adjusted EBITDA in 2008 or the per annum
      interest rate on the unpaid principal balance of the Convertible Notes then
      in
      effect shall increase by 200 basis points. The following table sets forth the
      Adjusted EBITDA for the nine months ended September 30, 2007 (in
      thousands):




Net
                loss before dividends
            
            $
            (12,343
            )Adjustments:Income
                taxes
            
            
            —Interest
                expense
            
            
            831Depreciation
            
            
            1,121Amortization
                of intangible assets and stock based compensation
            
            
            714Extraordinary
                losses
            
            
            —Financing
                charges
            
            
            404Costs
                of beneficial conversion features
            
            
            1,976Accretion
                of discounts
            
            
            2,332Interest
                income
            
            
            (35
            )Extraordinary
                gains
            
            
            —Derivative
                financial instruments
            
            
            3,513Adjusted
                EBITDA
            
            $
            (1,487
            )




**Commitments
      and Contingencies**




During
      the three months ended September 30, 2007, there were no other items except
      as
      shown below that significantly impacted our commitments and contingencies as
      discussed in our consolidated
      financial statements and the footnotes thereto for the fiscal year ended
      December 31, 2006 as filed with the Securities and Exchange Commission as an
      exhibit to our Form 10-K on June 6, 2007. The following table summarizes our
      contractual cash obligations and commercial commitments at September 30, 2007,
      and the effect such obligations are expected to have on liquidity and cash
      flow
      in future periods (in thousands).




Contractual
                Obligations:
            
            Total
            
            Less
                Than 1 Year
            
            1-3
                Years
            
            3-5
                Years
            
            More
                than 5 YearsConvertible
                Notes
            
            $
            5,846
            
            $
            ─
            
            $
            5,846
            
            $
            ─
            
            $
            ─Derivative
                liabilities
            
            
            14,525
            
            
            9,125
            
            
            5,400
            
            
            ─
            
            
            ─Operating
                lease obligations
            
            
            65
            
            
            60
            
            
            5
            
            
            ─
            
            
            ─Commercial
                commitments
            
            
            4,117
            
            
            2,409
            
            
            1,708
            
            
            ─
            
            
            ─Total
            
            $
            24,553
            
            $
            11,594
            
            $
            12,959
            
            $
            ─
            
            $
            ─




**Inflation**




Management
      does not believe inflation had a material adverse effect on the financial
      statements for the periods presented.




**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk**




We
      have
      certain derivative financial instruments related to the Convertible Notes and
      the February 2004 capital raise. As the financial instruments are revalued
      each
      period these will cause fluctuations in our results from operations and if
      the
      Convertible Notes are not converted and we are unable to register our common
      stock, ultimately cash flows from their settlement. The following table shows
      the effect of certain common stock prices on the derivative financial
      instruments shown in the consolidated balance sheets and the increase or
      decrease in fair value of derivative financial instruments and net loss
      attributable to common stockholders shown in the consolidated statement of
      operations as of September 30, 2007.




As
                Reported September 30, 2007
            
            Common
                Stock Price Decreased to
            
            Common
                Stock Price Increased toCommon
                stock price
            
            $
            0.75
            
            $
            0.50
            
            $
            1.00Balance
                Sheet:Derivative
                financial instrument - February 2004 capital raise
            
            $
            1,206
            
            $
            1,206
            
            $
            1,206Derivative
                financial instrument - Beneficial conversion feature - Convertible
                Notes
            
            
            5,400
            
            
            2,700
            
            
            10,800Derivative
                financial instrument - Series A Warrants
            
            
            3,179
            
            
            1,892
            
            
            4,531Derivative
                financial instrument - Series A-2 Warrants
            
            
            4,740
            
            
            2,927
            
            
            6,617Derivative
                financial instruments
            
            $
            14,525
            
            $
            8,725
            
            $
            23,154Change
                in fair value of derivative financial instruments
            
            $
            -
            
            $
            (5,800
            )
            
            8,629Consolidated
                Statement of Operations:Increase
                (decrease) in fair value of derivative financial
                instruments
            
            $
            3,513
            
            $
            (2,287
            )
            $
            12,142Net
                loss attributable to common stockholders
            
            $
            (11,796
            )
            $
            (5,996
            )
            $
            (20,425
            )




25




The
      derivative financial instrument related to the February 2004 capital raise
      is
      not affected by changes in the Company’s common stock price but to the number of
      shares of common stock currently held by the original investors in the February
      2004 capital raise. Had 75,000 shares, 10% of shares currently held by the
      original investors, been sold as of September 30, 2007 then the fair value
      of
      the related derivative financial instrument would have been reduced by $66,000
      and we would have recognized that amount as income in the consolidated statement
      of operations.




There
      are
      no other material qualitative or quantitative market risks particular to
      us.




**Item
      4. Controls and Procedures**




The
      Company carried out, under the supervision and with the participation of the
      Company's management, including the Chief Executive Officer and Chief Financial
      Officer, an evaluation of the effectiveness of the design and operation of
      its
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934) as of the end of the fiscal period
      covered by this quarterly report. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by the Company in the reports that it files or submits
      under the Securities Exchange Act is accumulated and communicated to management,
      including its Chief Executive Officer and Chief Financial Officer as appropriate
      to allow timely decisions regarding required disclosure. Based on this
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that, as of September 30, 2007, the design and operation of the Company's
      disclosure controls and procedures were not effective because of the material
      weakness in the Company's internal control over financial reporting described
      in
      the following paragraphs.




During
      the 2007 and 2006 periods covered by this report we lacked adequate internal
      controls. A material weakness in internal controls is a significant deficiency,
      or a combination of significant deficiencies, that results in more than a remote
      likelihood that a material misstatement of the annual or interim financial
      statements will be not be prevented or detected. We believe that a material
      weakness in our internal controls arose as the result of aggregating several
      significant deficiencies, including insufficient number of technical accounting
      and public company reporting personnel in the finance department and lack of
      an
      internally maintained warrant registry.




26




Our
      current management team has instituted improved internal accounting controls,
      used outside resources with technical accounting and public company experience
      to assist the finance department while we attempt to hire employees with that
      type of experience and maintain the warrant registry internally. We are
      continuing to evaluate and improve our internal control procedures, where
      applicable.




Another
      material weakness was that the Company did not release timely financial
      information to the general public. The restatements of prior periods delayed
      the
      filing of current periods and management was in the process of hiring additional
      staff to assist in completing the prior financial statements to allow the
      Company to focus on, and issue, current financial statements. The Company is
      now
      releasing timely financial information.




There
      were no other changes in the internal controls during the 2007
      period.




**PART
      II - OTHER INFORMATION**




**Item
      1.**  **Legal
      Proceedings**





We
      are
      not currently defending any suit or claim.




**Item
      1A. Risk Factors**




The
      risk
      factors set forth in Item 1A of our 2006 Form 10-K filed on June 6, 2007, are
      incorporated herein by reference.




**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**




There
      have been no sales of securities in the past three years that have not been
      previously reported in a Quarterly Report on Form 10-Q or in a Current Report
      on
      Form 8-K.




**Item
      3.**  **Defaults
      upon Senior Securities**




None.




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




At
      the
      2007 Annual Meeting of Stockholders, which occurred on August 14, 2007, all
      of
      the proposals for consideration were approved. Therefore, Jim Lusk and Peter
      Rust were each elected Class I members
      of our board of directors to serve a two-year term, which expires on the date
      of
      the Annual Meeting in 2009 or until their respective successors are elected
      and
      qualified, and Bami Bastani and Michael Brandofino were each elected Class
      II
      members of our board of directors to serve a three-year term each, which expires
      on the date of the Annual Meeting in 2010 or until their respective successors
      are elected and qualified. Stockholders also (i) approved the 2007 Stock
      Incentive Plan and reserving 3,000,000 shares of common stock for issuance
      under
      such plan, (ii) ratified the appointment of Amper, Politziner & Mattia, P.C.
      as our Registered Public Accounting Firm for the fiscal year ending
      December 31, 2007, and (iii) approved an amendment to Glowpoint’s
      certificate of incorporation to increase the number of authorized shares of
      common stock from 100,000,000 shares to 150,000,000 shares.




**Item
      5.**  **Other
      Information**




None.




**Item
      6.**  **Exhibits**




31.1
            
            Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer31.2
            
            Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
            
            Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
            
            Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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**(i)**  **Signatures**




In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




GLOWPOINT,
                INC.
              RegistrantDate:
                November 14, 2007
            By:/s/
                Michael BrandofinoMichael
                Brandofino, Chief Executive Officer
              (principal
                executive officer)Date:
                November 14, 2007
            By:/s/
                Edwin F. HeinenEdwin
                F. Heinen, Chief Financial Officer
              (principal
                financial and accounting officer)




28