SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

|        | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2005. |
|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   | or                                                                                                                               |
|        | 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**                                                  |   | **77-0312442**           |
|                                                               |   |                          |
| (State or other Jurisdiction ofIncorporation or Organization) |   | (I.R.S. Employer Number) |

|                                                         |
|--------------------------------------------------------------|
|  **225        Long Avenue, Hillside, New Jersey 07205** |
|                                                              |
| ****(Address of Principal Executive Offices)                 |
|                                                         |
| **973-282-2000**                                             |
|                                                              |
| (Issuer’s Telephone Number, Including Area Code)        |

Check whether the issuer: (1) filed      all reports required to be filed by Section 13 or 15(d) of the 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    No  

Check whether the registrant is      an accelerated filer as defined in Rule 12b-2 of the Exchange Act of 1934.

Yes    No  

The number of shares outstanding      of the registrant’s Common Stock as of May 10, 2005 was 43,034,176. 

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**GLOWPOINT, INC**

**Index**

| PART    I – FINANCIAL INFORMATION                                                                     |   |   |
|------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                       |   |   |
| Item    1. Consolidated Financial Statements*                                                              |   |   |
|                                                                                                       |   |   |
| Consolidated Balance Sheets at      March 31, 2005 and December 31, 2004                                   |        | 1      |
|                                                                                                       |   |   |
| Consolidated Statements of Operations      For the Three Months Ended March 31, 2005 and 2004              |   | 2      |
|                                                                                                       |   |   |
| Consolidated Statements of Cash      Flows for the Three Months Ended March 31, 2005 and 2004              |   | 3      |
|                                                                                                       |   |   |
| Notes to Consolidated Financial      Statements                                                            |   | 4      |
|                                                                                                       |   |   |
| Item      2. Management’s Discussion and Analysis of Financial Condition and    Results of Operations |   | 8      |
|                                                                                                       |   |   |
| Item    3. Quantitative and Qualitative Disclosures about Market Risk                                      |   | 14     |
|                                                                                                       |   |   |
| Item    4. Controls and Procedures                                                                         |   | 14     |
|                                                                                                       |   |   |
| PART    II – OTHER INFORMATION                                                                        |   |   |
|                                                                                                       |   |   |
| Item    1. Legal Proceedings                                                                               |   | 15     |
|                                                                                                       |   |   |
| Item    2. Unregistered Sales of Equity Securities and Use of Proceeds                                     |   | 15     |
|                                                                                                       |   |   |
| Item    3. Defaults Upon Senior Securities                                                                 |   | 15     |
|                                                                                                       |   |   |
| Item    4. Submission of Matters to a Vote of Security Holders                                             |   | 15     |
|                                                                                                       |   |   |
| Item    5. Other Information                                                                               |   | 15     |
|                                                                                                       |   |   |
| Item    6. Exhibits                                                                                        |   | 15     |
|                                                                                                       |   |   |
| Signatures                                                                                                 |   | 16     |
|                                                                                                       |   |   |
| Certifications                                                                                             |   | 17     |

|   |                                                                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *      | The Consolidated Balance Sheet at December 31, 2004 has been taken from the audited financial statements at that date. All other financial statements are unaudited. |

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**Glowpoint, Inc.Consolidated Balance Sheets**

|                                                                                                                                  |   | **March 31, 2005** |         | **December 31, 2004** |   |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------------|-----------------------|--------|
|                                                                                                                                  |   |                    |         |                       |   |
|                                                                                                                                  |   | (Unaudited)        |         |                  |   |   |
| **ASSETS**                                                                                                                            |   |               |         |                  |   |   |   |
| Current    assets:                                                                                                                    |   |               |         |                  |   |   |   |
| Cash    and cash equivalents                                                                                                          |   | $                  | 13,682,899   |                  | $      | 4,586,222 |   |
| Escrowed    cash                                                                                                                      |   |               | —       |                  |   | 337,153 |   |
| Accounts      receivable, net of allowance for doubtful accounts of $226,196 and $97,384,    respectively                             |   |               | 3,105,106    |                  |   | 2,762,892 |   |
| Receivable    from Gores Technology Group – net                                                                                  |   |               | —       |                  |   | 2,750,000 |   |
| Other    current assets                                                                                                               |   |               | 962,080      |                  |   | 938,775 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    current assets                                                                                                               |   |               | 17,750,085   |                  |   | 11,375,042 |   |
| Property    and equipment – net                                                                                                  |   |               | 11,824,454   |                  |   | 12,591,011 |   |
| Goodwill-    net                                                                                                                      |   |               | 2,547,862    |                  |   | 2,547,862 |   |
| Other    assets                                                                                                                       |   |               | 339,125      |                  |   | 296,332 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    assets                                                                                                                       |   | $                  | 32,461,526   |                  | $      | 26,810,247 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
|                                                                                                                                  |   |               |         |                  |   |   |   |
| **LIABILITIES    AND STOCKHOLDERS’ EQUITY**                                                                                      |   |               |         |                  |   |   |   |
| Current    liabilities:                                                                                                               |   |               |         |                  |   |   |   |
| Accounts    payable                                                                                                                   |   | $                  | 2,958,838    |                  | $      | 2,832,569 |   |
| Accrued    expenses                                                                                                                   |   |               | 1,346,071    |                  |   | 1,486,949 |   |
| Deferred    revenue                                                                                                                   |   |               | 1,383,136    |                  |   | 1,018,186 |   |
| Current    portion of capital lease obligations                                                                                       |   |               | —       |                  |   | 34,972 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    current liabilities                                                                                                          |   |               | 5,688,045    |                  |   | 5,372,676 |   |
|                                                                                                                                  |   |               |         |                  |   |   |   |
| Noncurrent    liabilities:                                                                                                            |   |               |         |                  |   |   |   |
| Deferred    income taxes                                                                                                              |   |               | 229,000      |                  |   | 212,000 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    noncurrent liabilities                                                                                                       |   |               | 229,000      |                  |   | 212,000 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    liabilities                                                                                                                  |   |               | 5,917,045    |                  |   | 5,584,676 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
|                                                                                                                                  |   |               |         |                  |   |   |   |
| Commitments    and contingencies                                                                                                      |   |               |         |                  |   |   |   |
|                                                                                                                                  |   |               |         |                  |   |   |   |
| Stockholders’ Equity:                                                                                                            |   |               |         |                  |   |   |   |
| Preferred      stock, $.0001 par value; 5,000,000 shares authorized, 120.334 and 203.667    Series B shares outstanding, respectively |   |               | —       |                  |   | — |   |
| Common      stock, $.0001 par value; 100,000,000 shares authorized; 45,994,285 and    37,844,240 shares outstanding, respectively     |   |               | 4,603        |                  |   | 3,788 |   |
| Treasury    stock, 39,891 shares at cost                                                                                              |   |               | (239,742     | )                     |   | (239,742 | ) |
| Deferred    compensation                                                                                                              |   |               | (1,077,783   | )                     |   | (1,331,379 | ) |
| Additional    paid-in capital                                                                                                         |   |               | 166,770,745  |                  |   | 157,322,778 |   |
| Accumulated    deficit                                                                                                                |   |               | (138,913,342 | )                     |   | (134,529,874 | ) |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total    stockholders’ equity                                                                                                    |   |               | 26,544,481   |                  |   | 21,225,571 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |
| Total        liabilities and stockholders’ equity                                                                                |   | $                  | 32,461,526   |                  | $      | 26,810,247 |   |
|                                                                                                                                  |   |                    |              |                  |        |  |   |

See accompanying notes to consolidated financial statements.

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**Glowpoint, Inc.Consolidated Statements of Operations(Unaudited)**

|                                                       |   | **Three Months Ended March 31,** |       |
|------------------------------------------------------------|--------|----------------------------------|------------|
|                                                       |   |                                  |       |
|                                                       |   | **2005**                         |       | **2004** |   |
|                                                       |   |                                  |       |  |   |
| Net    revenues                                            |   | $                                | 4,267,024  |   | $ | 3,224,950 |   |
| Cost    of revenues                                        |   |                             | 3,360,538  |   |   | 2,739,753 |   |
|                                                       |   |                                  |            |   |  |  |   |
| Gross    margin                                            |   |                             | 906,486    |   |   | 485,197 |   |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Operating    expenses                                      |   |                             |       |   |   |   |   |
| Research    and development                                |   |                             | 469,931    |   |   | 326,646 |   |
| Selling                                                    |   |                             | 2,288,602  |   |   | 1,835,155 |   |
| General    and administrative                              |   |                             | 2,278,158  |   |   | 1,882,099 |   |
|                                                       |   |                                  |            |   |  |  |   |
| Total    operating expenses                                |   |                             | 5,036,691  |   |   | 4,043,900 |   |
|                                                       |   |                                  |            |   |  |  |   |
| Loss    from continuing operations                         |   |                             | (4,130,205 | ) |   | (3,558,703 | ) |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Other    (income) expenses                                 |   |                             |       |   |   |   |   |
| Amortization    of deferred financing costs                |   |                             | —     |   |   | 84,796 |   |
| Interest    income                                         |   |                             | (3,235     | ) |   | (1,520 | ) |
| Interest    expense                                        |   |                             | 53,246     |   |   | 53,021 |   |
| Amortization    of discount on subordinated debentures     |   |                             | —     |   |   | 3,165,036 |   |
| Loss    on exchange of debt                                |   |                             | —     |   |   | 1,354,000 |   |
|                                                       |   |                                  |            |   |  |  |   |
| Total    other (income) expenses, net                      |   |                             | 50,011     |   |   | 4,655,333 |   |
|                                                       |   |                                  |            |   |  |  |   |
| Loss    before income tax provisions                       |   |                             | (4,180,216 | ) |   | (8,214,036 |   |
| Income    tax provision                                    |   |                             | 41,251     |   |   | — |   |
|                                                       |   |                                  |            |   |  |  |   |
| Net    loss from continuing operations                     |   |                             | (4,221,467 | ) |   | (8,214,036 | ) |
| Loss    from discontinued VS operations                    |   |                             | (65,579    | ) |   | — |   |
|                                                       |   |                                  |            |   |  |  |   |
| Net    loss                                                |   |                             | (4,287,046 | ) |   | (8,214,036 | ) |
| Preferred    stock dividends                               |   |                             | (96,422    | ) |   | (73,923 | ) |
|                                                       |   |                                  |            |   |  |  |   |
| Net    loss attributable to common stockholders            |   | $                                | (4,383,468 | ) | $ | (8,287,959 | ) |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Net    loss from continuing operations per share:          |   |                             |       |   |   |   |   |
| Basic    and diluted                                       |   | $                                | (0.11      | ) | $ | (0.25 | ) |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Loss    from discontinued operations per share:            |   |                             |       |   |   |   |   |
| Basic    and diluted                                       |   | $                                | —     |   | $ | — |   |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Preferred    stock dividends per share:                    |   |                             |       |   |   |   |   |
| Basic    and diluted                                       |   | $                                | —     |   | $ | — |   |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Net    loss attributable to common stockholders per share: |   |                             |       |   |   |   |   |
| Basic    and diluted                                       |   | $                                | (0.11      | ) | $ | (0.25 | ) |
|                                                       |   |                                  |            |   |  |  |   |
|                                                       |   |                             |       |   |   |   |   |
| Weighted    average number of common shares:               |   |                             |       |   |   |   |   |
| Basic        and diluted                                   |   |                             | 39,048,947 |   |   | 32,391,261 |   |
|                                                       |   |                                  |            |   |  |  |   |

See accompanying notes to consolidated financial statements.

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**Glowpoint, Inc.Consolidated Statements of Cash Flows(Unaudited)**

|                                                                                                                   |   | **Three Months Ended March 31,** |       |
|------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|------------|
|                                                                                                                   |   |                                  |       |
|                                                                                                                   |   | **2005**                         |       | **2004** |   |
|                                                                                                                   |   |                                  |       |  |   |
| Cash    flows from Operating Activities                                                                                |   |                             |       |   |   |   |   |
| Net    loss                                                                                                            |   | $                                | (4,287,046 | ) | $ | (8,214,036 | ) |
| Adjustments    to reconcile net loss to net cash used by operating activities:                                         |   |                             |       |   |   |   |   |
| Depreciation    and amortization                                                                                       |   |                             | 986,304    |   |   | 938,684 |   |
| Amortization    of deferred financing costs                                                                            |   |                             | —     |   |   | 84,796 |   |
| Amortization    of discount on subordinated debentures                                                                 |   |                             | —     |   |   | 3,165,036 |   |
| Loss    on exchange of debt                                                                                            |   |                             | —     |   |   | 1,354,000 |   |
| Deferred    income taxes                                                                                               |   |                             | 17,000     |   |   | — |   |
| Non-cash    compensation                                                                                               |   |                             | 253,596    |   |   | 288,786 |   |
| Increase      (decrease) in cash attributable to changes in assets and liabilities, net    of effects of acquisitions: |   |                             |       |   |   |   |   |
| Escrowed    cash                                                                                                       |   |                             | 337,153    |   |   | (456 | ) |
| Accounts    receivable                                                                                                 |   |                             | (342,214   | ) |   | (294,251 | ) |
| Receivable    from Gores Technology Group                                                                              |   |                             | 2,750,000  |   |   | — |   |
| Other    current assets                                                                                                |   |                             | (23,305    | ) |   | 70,184 |   |
| Other    assets                                                                                                        |   |                             | (42,793    | ) |   | (209,385 | ) |
| Accounts    payable                                                                                                    |   |                             | 126,269    |   |   | (661,168 | ) |
| Accrued    expenses                                                                                                    |   |                             | (237,300   | ) |   | 186,577 |   |
| Deferred    revenue                                                                                                    |   |                             | 364,950    |   |   | 795,720 |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Net    cash used by operating activities                                                                               |   |                             | (97,386    | ) |   | (2,495,513 | ) |
|                                                                                                                   |   |                                  |            |   |  |  |   |
|                                                                                                                   |   |                             |       |   |   |   |   |
| Cash    flows from Investing Activities                                                                                |   |                             |       |   |   |   |   |
| Purchases    of furniture, equipment and leasehold improvements                                                        |   |                             | (219,747   | ) |   | (988,903 | ) |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Net    cash used by investing activities                                                                               |   |                             | (219,747   | ) |   | (988,903 | ) |
|                                                                                                                   |   |                                  |            |   |  |  |   |
|                                                                                                                   |   |                             |       |   |   |   |   |
| Cash    flows from Financing Activities                                                                                |   |                             |       |   |   |   |   |
| Proceeds    from common stock offering                                                                                 |   |                             | 9,375,449  |   |   | 12,543,737 |   |
| Costs    from issuance of subordinated debentures                                                                      |   |                             | —     |   |   | (15,232 | ) |
| Exercise    of warrants and options, net                                                                               |   |                             | 73,333     |   |   | 121,735 |   |
| Payments    on capital lease obligations                                                                               |   |                             | (34,972    | ) |   | (38,023 | ) |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Net    cash provided by financing activities                                                                           |   |                             | 9,413,810  |   |   | 12,612,217 |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Increase    in cash and cash equivalents                                                                               |   |                             | 9,096,677  |   |   | 9,127,801 |   |
| Cash    and cash equivalents at beginning of period                                                                    |   |                             | 4,586,222  |   |   | 4,184,897 |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Cash    and cash equivalents at end of period                                                                          |   | $                                | 13,682,899 |   | $ | 13,312,698 |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Supplement    disclosures of cash flow information:                                                                    |   |                             |       |   |   |   |   |
| Cash    paid during the period for:                                                                                    |   |                             |       |   |   |   |   |
| Interest                                                                                                               |   | $                                | 53,246     |   | $ | 8,504 |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |
| Taxes                                                                                                                  |   | $                                | 24,251     |   | $ | — |   |
|                                                                                                                   |   |                                  |            |   |  |  |   |

Non-cash financing and investing activities:

Preferred stock dividends of $96,422 and $73,923 were accrued during the three months ended March 31, 2005 and 2004, respectively. 

See accompanying notes to consolidated financial statements.

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**GLOWPOINT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2005**

| **Note 1 – The Business** |
|--------------------------------|

Glowpoint, Inc. (“Glowpoint” or “we” or “us”), a Delaware corporation, provides comprehensive feature-rich video communications services with telephone-like reliability and ease-of-use on the industry’s only carrier-grade, IP-based subscriber network that is designed exclusively for video communications. The network spans four continents, enabling users to connect across the United States, as well as to virtually any business center around the world. The growth of subscriptions was fairly steady through early 2003, when we determined that separating the video communications service from the equipment sales side of the business would open up a much larger distribution channel for the Glowpoint network. OnSeptember 23, 2003, Glowpoint, formerly known as Wire One Technologies, Inc., completed the sale of its video solutions (VS) business to Gores Technology Group in order to focus solely on growing our video communications services. Our mission is to significantly improve the ease-of-use, cost-effectiveness, functionality and quality of existing video communications in order to make it an integral part of business communications.

On April 20, 2004, we entered into a strategic alliance with Tandberg, Inc., a wholly owned subsidiary of Tandberg ASA (OSLO: TAA.OL), a global provider of visual communications solutions. As part of the alliance agreement, we acquired certain assets and the customer base of Tandberg owned Network Systems LLC (successor to the NuVision Companies). Network Systems customers, primarily ISDN-based video users, have immediate access to our video bridging and webcasting services. As part of the alliance, Tandberg’s corporate use of IP video communications and other telecommunications services, formerly purchased through Network Systems, is being provided exclusively by us under a multi-year agreement. In addition, we assumed current contractualcommitments with AT&T, MCI and Sprint from Network Systems, which are being consolidated into new agreements with these carriers. Lastly, Tandberg named the GlowPoint Certified Program as a recognized external testing partner for its hardware and software products. 

On February 17, 2005, we entered into a memorandum of understanding outlining a strategic alliance with Sony Electronics, Inc. in which the two companies would create and launch a complete, Sony customized, user friendly video communications solution focused on broadening the use of IP-based video in and out of traditional office environments. On March 28, 2005, we entered into a sales agency agreement, a development agreement and a joint marketing agreement with Sony to implement the transactions outlined in the memorandum of understanding. The Sony service, powered by Glowpoint, will try to bring together Sony’s state-of-the-art line of video conferencing systems with our patent-pending advanced IP-based video applications and networkservices. The two companies are also developing joint initiatives to support the growing use of IP-based video for more diverse and innovative applications, including the broadcasting production segment where Sony is a recognized leader in providing customers with advanced audio and video equipment and systems. Through a “white label” arrangement, the two companies plan on delivering a customized Sony experience that will allow subscribers to see and talk to anyone, anywhere around the world regardless of network technology and device. Additionally, as part of the alliance and to support development of the new service, Sony will install the Glowpoint powered solution in a number of their office locations in the U. S. 

**Note 2 – Basis of Presentation**

Our accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for theyear ending December 31, 2005. For further information, refer to the financial statements and footnotes thereto included in our Annual Report for the fiscal year ended December 31, 2004 as filed with the Securities and Exchange Commission.

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The consolidated financial statements include the accounts of Glowpoint and its wholly owned subsidiaries, AllComm Products Corporation (“APC”) and VTC Resources, Inc. (“VTC”). All material inter-company balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made in prior years’ financial statements to conform to classifications used in the current year.

| **Note 3 – Stock-Based Compensation** |
|--------------------------------------------|

We periodically grant stock options to employees 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. We account for our employee stock-based compensation plans under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and, accordingly, account for employee stock-based compensation utilizing the intrinsic value method. SFAS No. 123, “Accounting for Stock-Based Compensation”, establishes a fair value based method of accounting for stock-based compensation plans. We have adopted the disclosure only alternative under SFAS No. 123, whichrequires disclosure of the pro forma effects on earnings and earnings per share as if SFAS No. 123 had been adopted as well as certain other information.

The fair value of stock options or warrants issued in return for services rendered by any non-employees is estimated on the date of grant using the Black-Scholes pricing model and is charged to operations over the vesting period or the terms of the underlying service agreements. We adjust these estimates for any increases in market price for each of our reporting periods.

In 2002, we adopted SFAS No. 148, “Accounting for Stock-Based Compensation–Transition and Disclosure”, which (i) amends SFAS No. 123, to provide alterative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation (ii) amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation and (iii) amends APB opinion No. 28, “Interim Financial Reporting,” to require disclosure about those effects in interim financial information. We continue to account for employee stock-basedcompensation utilizing the intrinsic value method. The additional disclosures required by SFAS No. 148 are as follows:

|                                                                                                                                                         |   | **Three Months Ended March 31,**  |       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|------------|
|                                                                                                                                                         |   |                                        |            |  |  |  |   |
|                                                                                                                                                         |   |                                   | **2005**   |   |   | **2004** |   |
|                                                                                                                                                         |   |                                        |            |   |  |  |   |
| Net loss attributable to common stockholders, as reported                                                                                                    |   | $                                      | (4,383,468 | ) | $ | (8,287,959 | ) |
| Add: stock-based compensation expense    included in reported loss, net of tax                                                                               |   |                                   | 58,222     |   |   | 5,179 |   |
| Deduct: total stock-based employee compensation expense determined under the fair value based     method for all awards, net of tax |   |                                   | (256,393   | ) |   | (119,272 | ) |
|                                                                                                                                                         |   |                                        |            |   |  |  |   |
| Pro forma net loss                                                                                                                                           |   | $                                      | (4,581,639 | ) | $ | (8,402,052 | ) |
|                                                                                                                                                         |   |                                        |            |   |  |  |   |
| Loss per share:                                                                                                                                              |   |                                   |       |   |   |   |   |
| Basic and diluted – as reported                                                                                                                         |   | $                                      | (0.11      | ) | $ | (0.25 | ) |
| Basic and diluted – pro forma                                                                                                                           |   | $                                      | (0.11      | ) | $ | (0.26 | ) |

The fair value of our stock-based option awards to employees was estimated assuming no expected dividends and the following weighted average assumptions:

|                    |   |   | **Three Months Ended March 31,** |   |
|-------------------------|--------|--------|----------------------------------|--------|
|                    |   |        |                                  |        |  |  |   |
|                    |   |   | **2005**                         |   |   | **2004** |   |
|                    |   |        |                                  |   |  |  |   |
| Risk free interest rate |   |   | 4.27                             | %      |   | 4.87 | % |
| Expected lives          |   |   | 10 Years                         |   |   | 10 Years |   |
| Expected volatility     |   |   | 101.05                           | %      |   | 101.76 | % |

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| **Note 4 – 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 is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options and warrants using the treasury stock method and the deemed conversion of preferred stock using the if-converted method.

|                                                                           |   |   | **Three Months Ended March 31,** |   |
|--------------------------------------------------------------------------------|--------|--------|----------------------------------|--------|
|                                                                           |   |        |                                  |        |  |  |   |
|                                                                           |   |   | **2005**                         |   |   | **2004** |   |
|                                                                           |   |        |                                  |   |  |  |   |
| Weighted average shares outstanding                                            |   |   | 39,048,947                       |   |   | 32,391,261 |   |
| Effect of dilutive options and warrants                                        |   |   | —                           |   |   | — |   |
| Weighted average shares outstanding    including dilutive effect of securities |   |   | 39,048,947                       |   |   | 32,391,261 |   |
|                                                                           |   |        |                                  |   |  |  |   |

Weighted average options and warrants to purchase 12,956,189 shares of common stock were outstanding during the three months ended March 31, 2005. Weighted average options and warrants to purchase 12,337,003 shares of common stock and subordinated debentures convertible into 2,036,677 shares of common stock were outstanding during the three months ended March 31, 2004. These options and warrants were not included in the computation of diluted earnings per share because we reported a net operating loss for these periods and their effect would have been anti-dilutive.

| **Note 5 – Discontinued Operations** |
|-------------------------------------------|

In September 2003, we completed the sale of all of the properties, rights, interests and other tangible and intangible assets that related in any material respect to our VS segment to Gores pursuant to the terms of the asset purchase agreement dated as of June 10, 2003. The total consideration for the transaction was up to $24 million, consisting of $21 million in cash, including $19 million received at closing and a $2 million holdback, an unsecured $1 million promissory note maturing on December 31, 2004 and bearing an interest rate of 5% per annum and a $2 million earn-out based on performance of the assets over the two years following the closing. Gores held back $2 million to cover potential purchase price adjustments payable by Glowpointarising under the asset purchase agreement. The $2 million cash holdback and the $1 million unsecured promissory note were not recorded on the consolidated balance sheet as of December 31, 2003 as Gores had not yet completed their evaluation of the acquired assets. A deferred gain on sale of the VS operation totaling $646,000 was recorded and is a component of accrued expenses on the accompanying consolidated balance sheet as of December 31, 2003. Gores is also obligated to pay Glowpoint on each of June 30, 2004 and June 30, 2005 additional payments, not to exceed an aggregate of $2 million, equal to five percent of the sum of (1) the amounts billed by Gores from the operation of the VS segment by Gores after the closing, plus (2) the annual revenues derived from the video solutionsbusiness of Pierce Technology Services, Inc. (formerly Forgent Networks, Inc.) for such year in excess of $96 million. If Gores sells substantially all of the assets of its video solutions business prior to June 30, 2005, whether by merger, sale of stock or sale of assets, for total consideration greater than $35 million, Gores will pay us $2 million less amounts previously paid. As partial consideration for the purchase of assets, Gores assumed certain liabilities related to the VS segment, including (1) all liabilities to be paid or performed after the closing date that arise from or out of the performance or non-performance by Gores after the closing date of any contracts included in the assets or entered into after June 10, 2003 and (2) our accounts payable, customer deposits, deferredrevenue and accrued liabilities related to the VS segment.

The sale of our VS segment was approved by stockholders at our 2003 Annual Meeting of Stockholders held on Thursday, August 21, 2003.

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The closing of the sale took place on September 23, 2003. The VS segment included our videoconferencing equipment distribution, system design and engineering, installation, operation and maintenance activities consisting of: a headquarters and warehouse facility in Miamisburg, Ohio; a help desk operation in Camarillo, California; 24 sales offices and demonstration facilities across the United States; and a client list of approximately 3,000 active customers with an installed base of approximately 22,000 video conferencing systems. As a result, this segment is classified as a discontinued operation in the accompanying financial statements, with its assets and liabilities summarized in single line items on the consolidated balance sheets and itsresults from operations summarized in a single line item on the consolidated statement of operations.

Pursuant to the asset purchase agreement dated as of June 10, 2003 (the “Agreement”), Gores agreed that, for a period of three years commencing on the closing date, it would not, directly or indirectly, acquire or own any equity interest in the restricted competitors listed on a schedule to the Agreement in a transaction that would result in Gores directly or indirectly marketing or selling services that are competitive with our Network Business. Our Network Business consists of the Glowpoint service as well as bridging, gateway and network design operations. On October 8, 2004, Gores announced that it signed a definitive agreement to acquire V-SPAN, Inc., a video collaboration solutions company, in a merger transaction with Wire OneTechnology, Inc. (“Wire One”), a videoconferencing equipment integration and service company. V-SPAN is one of the restricted competitors listed on the aforementioned schedule and we believe that all of the services offered by V-SPAN are competitive with our Network Business. The Agreement further provided that Gores may acquire any of the restricted competitors upon payment by Gores to us of a one-time fee of $5 million. On December 2, 2004, we sued Gores to collect the $5 million owed under the Agreement as a result of Gores’ acquisition of V-SPAN, Inc. on November 29, 2004.

In July 2004, we entered into arbitration with Gores to resolve outstanding issues under the asset purchase agreement.  In January 2005, PricewaterhouseCoopers, the arbitrator, rendered its decision in the arbitration proceedings.  The arbitrator found 65% in our favor, allowing $4.3 million of Gores’ $12.3 million in claims relating to the determination of the net assets of the business. In addition, the arbitrator determined the transition cost amount defined by the agreement to be approximately $1.0 million.

In March 2005, we entered into a settlement agreement with Gores, resolving the outstanding disputes between the companies relating to the sale of the assets of the video solutions business and Gores’ acquisition of V-SPAN. Pursuant to the agreement, Gores paid us $2.75 million and released the $335,000, including interest thereon, that was escrowed at the closing of the asset sale. We dismissed our lawsuit against Gores relating to the V-SPAN acquisition. 

In the three months ended March 31, 2005 there was no revenue and a pretax loss of $65,579, comprised of legal and communications costs, related to the discontinued VS operations.  There was no revenue or pretax loss from discontinued VS operations in the three months ended March 31, 2004.

| **Note 6 – Bank Loan Payable** |
|-------------------------------------|

In May 2002, we entered into a $25 million working capital credit facility with JPMorgan Chase Bank and incurred $505,074 in deferred financing costs. Under terms of the three-year agreement for this facility, loan availability was based on (1) 80% of eligible accounts receivable and (2) the lesser of 50% against eligible finished goods inventory or 80% against the net eligible amount of the net orderly liquidation value by category of finished goods inventory as determined by an outside appraisal firm, subject to an inventory cap of $2 million. Borrowings bore interest at the lender’s base rate plus 1 1/2% per annum. The credit facility contained certain financial and operational covenants. In March 2003, we entered into an amendment tothe credit facility, which, among other things, reduced the commitment amount of the line of credit from $25 million to $15 million. As compensation for this amendment, we granted warrants to purchase 100,000 shares of common stock with an exercise price of $2.06 to JPMorgan Chase. The fair value of these warrants was determined to be $187,210 using the Black Scholes valuation method and this amount was charged to interest expense in 2003. In September 2003, we signed a letter agreement with JPMorgan Chase to further reduce the commitment amount of the line of credit from $15 million to $7.5 million. In connection with these amendments, we wrote off approximately $188,000 of deferred financing costs in 2003. In February 2004, the working capital credit facility with JPMorgan Chase wasterminated at our request. As a result, the balance of the $505,074 in financing costs originally deferred, $84,796, was written off to expense in the three months ended March 31, 2004.

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**Note 7 – Stockholder’s Equity**

In January 2004, in exchange for the cancellation and termination of notes with an aggregate face value of $4,888,000 and forfeiture of any and all rights of collection, claim or demand under the notes, we agreed to give the holders of the notes:  (i) an aggregate of 203.667 shares of series B convertible preferred stock; (ii) an aggregate of 250,000 shares of restricted common stock; and (iii) a reduction of the exercise price of the warrants issued pursuant to the original purchase agreement from $3.25 to $2.75. The fair market value of the items exchanged equaled approximately $6,242,000 (the fair value of the 203.667 shares of series B convertible preferred stock was determined to be approximately $5,499,000, the fair value of the 250,000shares of restricted stock was determined to be approximately $675,000, and the fair value of the warrant repricing was determined to be approximately $68,000). As a result, we recorded a $1,354,000 loss on exchange of debt in the three months ended March 31, 2004 equal to the excess fair value of the items exchanged over the $4,888,000 principal balance of the subordinated debentures. In addition, the $3.1 million of unamortized discount on subordinated debentures as of December 31, 2003 was written off to expense in the three months ended March 31, 2004.

In February 2004, we raised net proceeds of $12.5 million in a private placement of 6,100,000 shares of our common stock at $2.25 per share. Investors in the private placement were also issued warrants to purchase 1,830,000 shares of common stock at an exercise price of $2.75 per share. The warrants expire five and a half years after the closing date. The warrants are subject to certain anti-dilution protection. We also issued to our placement agent five and a half year warrants to purchase 427,000 shares of common stock at an exercise price of $2.71 per share.

In March 2005, we raised net proceeds of $9.4 million in a private placement of 6,766,667 shares of our common stock at $1.50 per share. Investors in the private placement were also issued warrants to purchase 2,666,667 shares of common stock at an exercise price of $2.40 per share. The warrants expire five years after the closing date. The warrants are subject to certain anti-dilution protection. 

In March 2005, 83.333 shares of our outstanding series B convertible preferred stock were exchanged for 1,333,328 shares of our common stock and warrants to purchase 533,331 shares of our common stock.

| **ITEM 2.** | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.** |
|-------------|-------------------------------------------------------------------------------------------------|

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, and involve factors, risks and uncertainties that may cause our actual results in future periods to differ materially from such statements. These factors, risks and uncertainties, include market acceptance and availability of new video communications services; the non-exclusive and terminable at-will nature of sales agent agreements; rapid technological change affecting demand for our services; competition from other video communication service providers; and the availability ofsufficient financial resources to enable us to expand our operations.

| **Overview** |
|--------------|

Glowpoint, Inc. (“Glowpoint”, “us”, or “we”), a Delaware corporation, provides comprehensive feature-rich video communications services with telephone-like reliability and ease-of-use on the industry’s only carrier-grade IP based subscriber network that is designed exclusively for video communications. Our network spans 14 points of presence (POPs) across three continents and carries on average over 20,000 video calls per month, enabling users to connect across the United States, as well as to virtually any business center around the world. Since launching our subscription service in late 2000, the Glowpoint network has carried over 25 million minutes of video on behalf of over 600 customers in over 5,000locations. The growth of subscriptions was fairly steady through early 2003, when we determined that separating our video communications service from the equipment sales side of the business would open up a much larger distribution channel for our video communications service. At the time of the sale, we changed our name from Wire One Technologies, Inc. to Glowpoint, Inc. In September 2003, we completed the sale of our videoconferencing equipment business which had been central to our operations, in order to focus solely on growing our video communications services. During the next twelve months, we became a truly independent company as we were forced to reassess our business relationship with Wire One. We completely replaced the volume of our only distribution channel with billablesubscriber locations driving profitable revenue. Our mission is to significantly improve the ease-of-use, cost-effectiveness, functionalities and quality of existing video communications in order to make it an integral part of business communications.

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On April 20, 2004, we entered into a strategic alliance with Tandberg, Inc. a wholly owned subsidiary of Tandberg ASA (OSLO:TAA.OL), a global provider of visual communications solutions. As part of the alliance agreement, we acquired certain assets and the customer base of Tandberg-owned Network Systems LLC (successor to the NuVision Companies). Network Systems customers, primarily ISDN-based video users, have immediate access to our video bridging and webcasting services. As part of the alliance, Tandberg’s corporate use of IP video communications and other telecommunications services, formerly purchased through Network Systems, is being provided exclusively by us under a multi-year agreement. In addition, we assumed currentcontractual commitments with AT&T, MCI and Sprint from Network Systems, which have been consolidated into new agreements with these carriers. Lastly, Tandberg named the Glowpoint Certified Program as a recognized external testing partner for its hardware and software products.

On February 17, 2005, we entered into a memorandum of understanding outlining a strategic alliance with Sony Electronics, Inc. in which the two companies would create and launch a complete, Sony customized, user friendly video communications solution focused on broadening the use of IP-based video in and out of traditional office environments. On March 28, 2005, we entered into a sales agency agreement, a development agreement and a joint marketing agreement with Sony to implement the transactions outlined in the memorandum of understanding. The Sony service, powered by Glowpoint, will try to bring together Sony’s state-of-the-art line of video conferencing systems with our patent-pending advanced IP-based video applications and networkservices. The two companies are also developing joint initiatives to support the growing use of IP-based video for more diverse and innovative applications, including the broadcasting production segment where Sony is a recognized leader in providing customers with advanced audio and video equipment and systems. Through a “white label” arrangement, the two companies plan on delivering a customized Sony experience that will allow subscribers to see and talk to anyone, anywhere around the world regardless of network technology and device. Additionally, as part of the alliance and to support development of the new service, Sony will install the Glowpoint powered solution in a number of their office locations in the U. S. 

.

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**Glowpoint, Inc.Results of Operations(Unaudited)**

|                                                   | **Three Months Ended March 31,**  |   |
|--------------------------------------------------------|----------------------------------------|--------|
|                                                   |                                        |   |
|                                                   | **2005**                               |   |   | **2004** |   |
|                                                   |                                        |   |   |  |   |
| Net revenues                                           | 100.0                                  | %      |   | 100.0 | % |
| Cost of revenues                                       | 78.8                                   |   |   | 85.0 |   |
|                                                   |                                        |   |   |  |   |
| Gross margin                                           | 21.2                                   |   |   | 15.0 |   |
|                                                   |                                        |   |   |  |   |
|                                                   |                                   |   |   |   |   |
| Operating expenses                                     |                                   |   |   |   |   |
| Research    and development                            | 11.0                                   |   |   | 10.1 |   |
| Selling                                                | 53.6                                   |   |   | 56.9 |   |
| General    and administrative                          | 53.4                                   |   |   | 58.4 |   |
|                                                   |                                        |   |   |  |   |
| Total operating expenses                               | 118.0                                  |   |   | 125.4 |   |
|                                                   |                                        |   |   |  |   |
| Loss from continuing operations                        | (96.8                                  | )      |   | (110.4 | ) |
|                                                   |                                        |   |   |  |   |
| Other (income) expense                                 |                                   |   |   |   |   |
| Amortization    of deferred financing costs            | 0.0                                    |   |   | 2.6 |   |
| Interest    income                                     | (0.1                                   | )      |   | 0.0 |   |
| Interest    expense                                    | 1.2                                    |   |   | 1.6 |   |
| Amortization    of discount on subordinated debentures | 0.0                                    |   |   | 98.1 |   |
| Loss    on exchange of debt                            | 0.0                                    |   |   | 42.0 |   |
|                                                   |                                        |   |   |  |   |
| Total other (income) expenses, net                     | 1.1                                    |   |   | 144.3 |   |
|                                                   |                                        |   |   |  |   |
| Loss before income tax provisions                      | (97.9                                  | )      |   | (254.7 | ) |
| Income tax provision                                   | 1.0                                    |   |   | 0.0 |   |
|                                                   |                                        |   |   |  |   |
| Net loss from continuing operations                    | (98.9                                  | )      |   | (254.7 | ) |
| Loss from discontinued VS operations                   | (1.5                                   | )      |   | 0.0 |   |
|                                                   |                                        |   |   |  |   |
| Net loss                                               | (100.4                                 | )      |   | (254.7 | ) |
| Preferred stock dividends                              | (2.3                                   | )      |   | (2.3 | ) |
|                                                   |                                        |   |   |  |   |
| Net loss attributable to common stockholders           | (102.7                                 | )%     |   | (257.0 | )% |
|                                                   |                                        |   |   |  |   |

|                                                                                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------|
| **Three Months Ended March 31, 2005 (“2005 period”) Compared to Three Months Ended March 31, 2004 (“2004 period”).** |

*Net Revenues*. Net revenues from continuing operations increased $1.1 million, or 32%, in the 2005 period to $4.3 million from $3.2 million for the 2004 period. Subscription and related revenue increased $0.3 million, or 10%, in the 2005 period to $2.7 million from $2.4 million for the 2004 period.  The growth in subscription and related revenue was the result of having, on average, 51 more billable subscriber locations in the 2005 period than in the 2004 period and those billable subscriber locations each producing an average of $716 per month in revenue. There were 1,262 average billable subscriber locations in the 2005 period and 1,211 in the 2004 period. The average monthly subscription and related revenue per subscriber location rose4% from $690 in the 2004 period to $716 in the 2005 period.  Additionally, contractual revenue related to the Network Services customer base (formerly known as NuVision) was $0.5 million in the 2005 period.  This customer base was acquired from Tandberg USA in May 2004.  Non-subscription revenue consisting of bridging, events and other one-time fees increased $0.3 million, or 34% in the 2005 period to $1.06 million from $0.8 million for the 2004 period.  The growth in non-subscription revenue was the result of $358,000 in revenue from the Network Services customer base. 

*Cost of Revenue*. Cost of revenue increased $0.62 million, or 23%, in the 2005 period to $3.36 million from $2.74 million for the 2004 period. Infrastructure costs (defined as backbone related costs of network)****increased $0.06****million, or 7%, in the 2005 period to $0.85 million from $0.79 million for the 2004 period. Access costs (defined as costs of connecting subscriber locations to the network) decreased $0.1 million, or 8%, in the 2005 period to $1.22 from $1.32 million for the 2004 period.  The decline in access costs in the 2005 period is the result of the renegotiation of rates and the migration of service to lower cost providers where possible.  Costs associated with the Network Services customer base were $0.62 millionfor the 2005 period.   Other costs of revenue increased $0.04 million, or 6%, in the 2005 period to $0.67 million from $0.63 million for the 2004 period. 

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*Gross Margins*. Gross margins increased approximately $0.4 million in the 2005 period from $0.5 million in the 2004 period to $0.9 million. As a percentage of revenue, gross margins increased in the 2005 period to 21.2%, as compared to 15.0% of net revenues in the 2004 period. The increase in gross margin is attributable to the aforementioned increases in billable subscriber locations and the average monthly subscription and related revenue per subscriber locations that carried higher gross margins associated with our “All You Can See” unlimited calling plans and also the inclusion of higher margin revenue associated with the Network Customer services base.

*Research and Development*. Research and development costs, which include the costs of the personnel in this group, the equipment they use and their use of the network for development projects, increased by $0.14 million in the 2005 period to $0.47 million from $0.33 million for the 2004 period.  The year over year increase was a result of increased usage of outside contractors to meet the demand for application development in conjunction with new product development for us and certain of our partners. 

 Se*lling*. Selling expenses, which include sales salaries, commissions, overhead and marketing costs, increased $0.5 million in the 2005 period to $2.3 million, from $1.8 million in the 2004 period.  Selling expenses as a percentage of net revenues declined from 56.9% for the 2004 period to 53.6% for the 2005 period.   The primary causes of the increase in costs for the 2005 period are the $0.4 million increase in salaries, benefits and travel costs resulting from the addition of a direct sales force of 11 employees and an increase of $0.1 million in marketing expense associated with a sales lead generation program 

*General and Administrative*. General and administrative expenses increased $0.4 million in the 2005 period to $2.3 million from $1.9 million in the 2004 period.  The primary components of the increase were $0.1 million in salaries and benefits related to executive management, $0.1 million increase in non-cash expense recorded in connection with the issuance of restricted stock and warrants as compensation and a planned increase of $0.1 million of additional provisions for bad debts related to the increase in the size of our business.    General and administrative expenses as a percentage of net revenues for the 2005 period decreased from 58.4% in the 2004 period to 53.4% in the 2005 period. 

*Discontinued Operations*. In the 2005 and 2004 periods, we treated our VS segment as discontinued operations because:  (1) the operations and cash flows of this division and segment have been eliminated from our ongoing operations as a result of disposal transactions; and (2) we do not have any significant continuing involvement in the operations of the division and segment. We incurred a loss from discontinued VS operations in the 2005 period of $0.06 million for legal and communication costs.  In the 2004 period, there was no income (loss) from discontinued VS operations. 

*Net Loss*. Net loss attributable to common stockholders decreased to $4.4 million, or $.11 per basic and diluted share, in the 2005 period from $8.3 million, or $.25 per basic and diluted share, for the 2004 period. Earnings before interest, taxes, depreciation and amortization (EBITDA) is not a standard financial measurement under accounting principles generally accepted in the United States of America (GAAP).   EBITDA should not be considered as an alternative to net loss or cash flow from operating activities as a measure of liquidity or as an indicator of operating performance or any measure of performance derived in accordance with GAAP.   EBITDA is provided below to more clearly present the financial results that management uses tointernally evaluate its business. Management believes that this non-GAAP financial measure allows investors and management to evaluate and compare our operating results from continuing operations from period to period in a meaningful and consistent manner. The following table provides a reconciliation of the net loss attributable to common stockholders to EBITDA from continuing operations.

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|                                                   |   | **Three Months Ended March 31,**  |   |
|--------------------------------------------------------|--------|----------------------------------------|--------|
|                                                   |   |                                        |   |
|                                                   |   | **2005**                               |   |   | **2004** |   |
|                                                   |   |                                        |   |   |  |   |
| Net loss attributable to common stockholders           | $      | (4,383,468                             | )      | $ | (8,287,959 | ) |
| Depreciation    and amortization                       |   | 986,304                                |   |   | 938,684 |   |
| Income    tax provision                                |   | 41,251                                 |   |   | — |   |
| Amortization    of deferred financing costs            |   | —                                 |   |   | 84,796 |   |
| Amortization    of discount on subordinated debentures |   | —                                 |   |   | 3,165,036 |   |
| Loss    on exchange of debt                            |   | —                                 |   |   | 1,354,000 |   |
| Non-cash    compensation                               |   | 253,596                                |   |   | 288,786 |   |
| Loss    from discontinued VS operations                |   | 65,579                                 |   |   | — |   |
| Preferred    stock dividend                            |   | 96,422                                 |   |   | 73,923 |   |
| Interest    expense, net                               |   | 50,011                                 |   |   | 51,501 |   |
|                                                   |   |                                        |   |   |  |   |
| EBITDA from continuing operations                      | $      | (2,890,305                             | )      | $ | (2,331,233 | ) |
|                                                   |   |                                        |   |   |  |   |

|                                |
|-------------------------------------|
| **Liquidity and Capital Resources** |

At March 31, 2005, we had working capital of $12.1 million compared to $6.0 million at December 31, 2004, an increase of approximately $6.1 million or 102%.   We had $13.7 million in cash and cash equivalents at March 31, 2005 compared to $4.6 million at December 31, 2004. The $6.0 million increase in working capital resulted primarily from the net proceeds from the March 2005 private placement of common stock of $9.4 million, and the $2.75 million payment from Gores and the release of the $0.3 million of escrowed cash by Gores resolving the outstanding disputes between the companies, offset by the funding of the $2.9 million usage of cash in operations in the 2005 period and the purchase of $0.2 million of furniture, equipment and leaseholdimprovements.

In January 2004, in exchange for the cancellation and termination of notes with an aggregate face value of $4,888,000 and forfeiture of any and all rights of collection, claim or demand under the notes, we agreed to give the holders of the notes:  (i) an aggregate of 203.667 shares of series B convertible preferred stock; (ii) an aggregate of 250,000 shares of restricted common stock; and (iii) a reduction of the exercise price of the warrants issued pursuant to the original purchase agreement from $3.25 to $2.75. The fair market value of the items exchanged equaled approximately $6,242,000 (the fair value of the 203.667 shares of series B convertible preferred stock was determined to be approximately $5,499,000, the fair value of the 250,000shares of restricted stock was determined to be approximately $675,000, and the fair value of the warrant repricing was determined to be approximately $68,000). As a result we recorded a $1,354,000 loss on exchange of debt in the three months ended March 31, 2004 equal to the excess fair value of the items exchanged over the $4,888,000 principal balance of the subordinated debentures. In addition, the $3.1 million of unamortized discount on subordinated debentures as of December 31, 2004 was written off to expense in the three months ended March 31, 2005.

In February 2004, we raised net proceeds of $12.5 million in a private placement of 6,100,000 shares of our common stock at $2.25 per share. We also issued warrants to purchase 1,830,000 shares of our common stock at an exercise price of $2.75 per share. The warrants expire on August 17, 2009. The warrants are subject to certain anti-dilution protection. In addition, we issued to our placement agent five and a half year warrants to purchase 427,000 shares of common stock at an exercise price of $2.71 per share.

In March 2005, we entered into a common stock purchase agreement with several unrelated institutional investors in connection with the offering of (i) an aggregate of 6,766,667 shares of our common stock  and (ii) warrants to purchase up to an aggregate of 2,706,667 shares of our common stock.  We received proceeds from this offering of approximately $10.15 million, less our expenses relating to the offering, which were approximately $760,500, a portion of which represents investment advisory fees totalling $710,500 to Burnham Hill Partners, our financial advisor.  The warrants are exercisable for a five-year period term and have an exercise price of $2.40 per share.  The warrants may be exercised by cash payment of the exercise price or by“cashless exercise.”

At December 31, 2003, we had a $7.5 million working capital credit facility with JPMorgan Chase Bank. Borrowings under this facility bore interest at the lender’s base rate plus 1 1/2% per annum. In February 2004, this credit facility was terminated at our request. As a result of the termination of this credit facility, the $84,796 of unamortized deferred financing costs as of December 31, 2003 was written off to expense in the first quarter of 2004.

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Net cash used by operating activities for the 2005 period was $0.1 million as compared to $2.5 million during the 2004 period. The primary source of operating cash in 2005 was the $2.75 million payment received from Gores and the $0.3 million escrowed cash released by Gores that was used to fund the cash loss from operations of $3.2 million.  

During the quarter ended March 31, 2005 there were no material changes in our contractual obligations.

Investing activities for the 2005 period included purchases of $0.2 million for network and computer equipment and leasehold improvements. The Glowpoint network is currently built out to handle the anticipated level of subscriptions for 2005. We do not anticipate current expansion for the network and therefore have no significant commitments to make capital expenditures in 2005.

Financing activities for the 2005 period included receipt of the $9.4 million of net proceeds from the March 2005 private placement of common stock.

Management believes, based on current circumstances, we have adequate capital resources to support current operating levels for at least the next twelve months.

| **Critical accounting policies** |
|----------------------------------|

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following paragraphs include a discussion of some critical areas where estimates are required.

| **Revenue recognition** |
|-------------------------|

We recognize service revenue related to the Glowpoint network subscriber service and the multi-point video and audio bridging services 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 life of the customer contracts. Revenues derived from other sources are recognized when services are provided or events occur.

| **Allowance for doubtful accounts** |
|-------------------------------------|

We record an allowance for doubtful accounts based on specifically identified amounts that we believe to be uncollectible. We also record additional allowances based on certain percentages of our aged receivables, which are determined based on historical experience and our assessment of the general financial conditions affecting our customer base. If our actual collections experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, we write off the receivable against the allowance.

| **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 2005 period, no impairment losses were recorded.

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| **Goodwill and other intangible assets** |
|------------------------------------------|

We follow SFAS No. 142, “Goodwill and Other Intangible Assets” in accounting for goodwill and other intangible assets. SFAS No. 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that we identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS No. 142.

| **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 ABOUTMARKET RISK** |
|-------------|---------------------------------------------------------------|

We have exposure to interest rate risk related to our cash equivalents portfolio. The primary objective of our investment policy is to preserve principal while maximizing yields. Our cash equivalents portfolio is short-term in nature; therefore changes in interest rates will not materially impact our consolidated financial condition. However, such interest rate changes can cause fluctuations in our results of operations and cash flows.

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

| **ITEM 4.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

As of end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or isreasonably likely to materially affect our internal control over financial reporting.

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| **PART II — OTHER INFORMATION** |
|--------------------------------------|

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

We are defending several suits in the ordinary course of business that are not material to our business, financial condition or results of operations.

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES AND USEOF PROCEEDS** |
|-------------|----------------------------------------------------------------|

In March 2005, we raised net proceeds of $9.4 million in a private placement of 6,766,667 shares of our common stock at $1.50 per share. Investors in the private placement were also issued warrants to purchase 2,666,667 shares of common stock.   The issued shares and shares underlying the warrants were registered pursuant to our Registration Statement on Form S-3 (Registration Number 333-114207), which was filed with the Securities and Exchange Commission on April 5, 2004 and declared effective on April 16, 2004.  The warrants were not registered under the Securities Act in reliance on the exemption provided by Rule 506 of Regulation D. The warrants are exercisable beginning on September 15, 2005 and expire on March 14, 2010, five yearsafter the closing date.   The proceeds will be used for general corporate purposes. 

Concurrently, we issued an additional 1,333,328 shares of common stock and warrants to purchase 533,331 shares of common stock to an institutional investor in exchange for the cancellation of 83.333 shares of our Series B preferred stock.  The shares and warrants issued pursuant to this exchange offer were exempt from registration under Section 3(a)(9) of the Securities Act.  We received no proceeds from this transaction.

| **ITEM 3.** | **DEFAULTS UPON SENIOR SECURITIES** |
|-------------|-------------------------------------|

None.

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|-------------|---------------------------------------------------------|

None.

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

None.

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

None.

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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.Registrant                                                             |
|---------------------|---------------------------------------------------------------------------------------|
|                |                                                                                  |
| Date:  May 13, 2005 | By:/s/ David C. Trachtenberg                                                          |
|                | David C. Trachtenberg, Chief Executive Officer(principal executive officer)           |
|                |                                                                                  |
| Date:  May 13, 2005 | By:/s/ Gerard E. Dorsey                                                               |
|                | Gerard E. Dorsey, Chief Financial Officer(principal financial and accounting officer) |

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