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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|                                                       | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  | 
|------------------------------------------------------ | - | ---------------------------------------------------- | 
|                                                       |   | THE SECURITIES EXCHANGE ACT OF 1934                  | 
|                                                       |   |                                                      | 
|For Quarterly Period Ended June 30, 2002              
|                                                       |   |                                                      | 
|OR                                                    
|                                                       |   |                                                      | 
|                                                       | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | 
|                                                       |   | THE SECURITIES EXCHANGE ACT OF 1934                  | 
|                                                       |   |                                                      | 
|                                                       |   |                                                      | 
|Commission File Number: 0-28900                       
|                                                       |   |                                                      | 
|                                                       |   |                                                      | 
|ROGUE WAVE SOFTWARE, INC.                             
|(Exact name of registrant as specified in its charter)

| |                                          |  |                     | 
| | ---------------------------------------- |  | ------------------- | 
| | Delaware                                 |  | 93-1064214          | 
| | (State or other jurisdiction of          |  | (IRS Employer       | 
| | incorporation or organization)           |  | Identification No.) | 
| |                                          |  |                     | 
| | 5500 Flatiron Parkway, Boulder, Colorado |  | 80301               | 
| | (Address of principal executive offices) |  | (Zip Code)          | 
| |                                          |  |                     | 
| |                                          |  |                     | 

(303) 473-9118(Registrants telephone number, including area code)

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

Indicate the number of shares outstanding of each of the
registrants classes of Common Stock, as of the latest practicable date.

|Class                          |  | Outstanding at July 31, 2002
|------------------------------ |  | ----------------------------
|Common Stock, $0.001 par value |  | 10,752,767                  

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|                               |                                                                                                                                         |         
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------- | --------
|ROGUE WAVE SOFTWARE, INC.     
|FORM 10-Q                     
|                               |                                                                                                                                         |         
|INDEX                         
|                               |                                                                                                                                         |         
|                               |                                                                                                                                         |         
|                               |                                                                                                                                         | Page No.
|                               |                                                                                                                                         |         
|PART I - FINANCIAL INFORMATION
|                               |                                                                                                                                         |         
|Item 1.                        | Condensed Consolidated Financial Statements:                                                                                            |         
|                               |                                                                                                                                         |         
|                               | Condensed Consolidated Balance Sheets at June 30, 2002 and September 30, 2001                                                           | 3       
|                               |                                                                                                                                         |         
|                               | Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three and Nine Months Ended June 30, 2002 and 2001 | 4       
|                               |                                                                                                                                         |         
|                               | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2002 and 2001                                        | 5       
|                               |                                                                                                                                         |         
|                               | Notes to Condensed Consolidated Financial Statements                                                                                    | 6       
|                               |                                                                                                                                         |         
|Item 2.                        | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                   | 13      
|                               |                                                                                                                                         |         
|                               | Factors That May Affect Future Results                                                                                                  | 21      
|                               |                                                                                                                                         |         
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                                              | 26      
|                               |                                                                                                                                         |         
|PART II  OTHER INFORMATION   
|                               |                                                                                                                                         |         
|Item 6.                        | Exhibits and Reports on Form 8-K                                                                                                        | 27      
|                               |                                                                                                                                         |         
|SIGNATURES                     |                                                                                                                                         | 30      

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ROGUE WAVE SOFTWARE, INC.AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

|                                              |  | June 30,2002 |        | September 30,  2001 | 
|--------------------------------------------- |  | ------------ | ------ | ------------------- | 
|                                              |  |              |        |                     | 
|                                              |  | (unaudited)  |        |                     | 
|                                              |  |              |        |                     | 
|ASSETS                                        |  |              |        |                     | 
|                                              |  |              |        |                     | 
|Current assets:                               |  |              |        |                     | 
|Cash and cash equivalents                     |  | $            | 9,914  |                     | 
|Short-term investments                        |  |              | 17,512 |                     | 
|Accounts receivable, net                      |  |              | 11,929 |                     | 
|Prepaid expenses and other current assets     |  |              | 845    |                     | 
|Deferred income taxes                         |  |              | 2,172  |                     | 
|                                              |  |              |        |                     | 
|Total current assets                          |  |              | 42,372 |                     | 
|Deferred income taxes                         |  |              | 1,957  |                     | 
|Equipment, net                                |  |              | 3,472  |                     | 
|Other assets, net                             |  |              | 1,584  |                     | 
|                                              |  |              |        |                     | 
|Total assets                                  |  | $            | 49,385 |                     | 
|                                              |  |              |        |                     | 
|                                              |  |              |        |                     | 
|LIABILITIES AND STOCKHOLDERS EQUITY          |  |              |        |                     | 
|                                              |  |              |        |                     | 
|Current liabilities:                          |  |              |        |                     | 
|Accounts payable                              |  | $            | 158    |                     | 
|Accrued expenses                              |  |              | 5,476  |                     | 
|Deferred revenue                              |  |              | 9,914  |                     | 
|                                              |  |              |        |                     | 
|Total current liabilities                     |  |              | 15,548 |                     | 
|                                              |  |              |        |                     | 
|Stockholders equity:                         |  |              |        |                     | 
|Common stock                                  |  |              | 11     |                     | 
|Additional paid-in capital                    |  |              | 40,234 |                     | 
|Accumulated deficit                           |  |              | (6,492 | )                   | 
|Accumulated other comprehensive income (loss) |  |              | 84     |                     | 
|                                              |  |              |        |                     | 
|Total stockholders equity                    |  |              | 33,837 |                     | 
|                                              |  |              |        |                     | 
|Total liabilities and stockholders equity    |  | $            | 49,385 |                     | 
|                                              |  |              |        |                     | 

The accompanying notes to the condensed consolidated financial statements are an integral part of these
statements.

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ROGUE WAVE SOFTWARE, INC.AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHERCOMPREHENSIVE LOSS

(in thousands, except per share data, unaudited)

|                                                   | Three Months Ended |        | Nine Months Ended
|-------------------------------------------------- | ------------------ | ------ | -----------------
|                                                   | June 30,           |        | June 30,         
|                                                   |                    |        |                  
|                                                   |                    |        |                  
|                                                   | 2002               |        | 2001             
|                                                   |                    |        |                  
|Revenue:                                           |                    |        |                  
|License revenue                                    | $                  | 5,395  |                  
|Service and maintenance revenue                    |                    | 4,659  |                  
|                                                   |                    |        |                  
|Total revenue                                      |                    | 10,054 |                  
|Cost of revenue:                                   |                    |        |                  
|Cost of license revenue                            |                    | 231    |                  
|Cost of service and maintenance revenue            |                    | 1,289  |                  
|                                                   |                    |        |                  
|Total cost of revenue                              |                    | 1,520  |                  
|                                                   |                    |        |                  
|Gross profit                                       |                    | 8,534  |                  
|Operating expenses:                                |                    |        |                  
|Product development                                |                    | 2,892  |                  
|Sales and marketing                                |                    | 5,603  |                  
|General and administrative                         |                    | 1,204  |                  
|Restructuring, severance and goodwill amortization |                    | 270    |                  
|                                                   |                    |        |                  
|Total operating expenses                           |                    | 9,969  |                  
|                                                   |                    |        |                  
|Loss from operations                               |                    | (1,435 | )                
|Other income (expense), net                        |                    | (104   | )                
|                                                   |                    |        |                  
|Loss before income taxes                           |                    | (1,539 | )                
|Income tax benefit                                 |                    | (517   | )                
|                                                   |                    |        |                  
|Net loss                                           | $                  | (1,022 | )                
|                                                   |                    |        |                  
|                                                   |                    |        |                  
|Basic and diluted loss per share                   | $                  | (0.10  | )                
|                                                   |                    |        |                  
|                                                   |                    |        |                  
|Shares used in share calculations                  |                    | 10,643 |                  
|                                                   |                    |        |                  
|                                                   |                    |        |                  
|Net loss                                           | $                  | (1,022 | )                
|                                                   |                    |        |                  
|Other comprehensive loss:                          |                    |        |                  
|Foreign currency translation gains (losses)        |                    | 640    |                  
|                                                   |                    |        |                  
|Total comprehensive loss                           | $                  | (382   | )                
|                                                   |                    |        |                  

The accompanying notes to the condensed consolidated financial statements are an integral part of these
statements.

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ROGUE WAVE SOFTWARE, INC.AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

|                                                                            | Nine Months Ended
|--------------------------------------------------------------------------- | -----------------
|                                                                            | June 30,         
|                                                                            |                  
|                                                                            | 2002             
|                                                                            |                  
|Cash flows from operating activities:                                       |                  
|Net loss                                                                    | $                
|Adjustments to reconcile net loss to net cash used in operating activities: |                  
|Depreciation and amortization                                               |                  
|Loss on disposal of assets                                                  |                  
|Deferred income taxes                                                       |                  
|Changes in assets and liabilities:                                          |                  
|Accounts receivable                                                         |                  
|Prepaid expenses and other current assets                                   |                  
|Other noncurrent assets                                                     |                  
|Accounts payable and accrued expenses                                       |                  
|Deferred revenue                                                            |                  
|                                                                            |                  
|Net cash from operating activities                                          |                  
|                                                                            |                  
|Cash flows from investing activities:                                       |                  
|Short-term investments                                                      |                  
|Equipment purchases                                                         |                  
|                                                                            |                  
|Net cash from investing activities                                          |                  
|                                                                            |                  
|Cash flows from financing activities:                                       |                  
|Proceeds from exercise of stock options                                     |                  
|Proceeds from Employee Stock Purchase Plan                                  |                  
|Treasury stock purchase                                                     |                  
|                                                                            |                  
|Net cash from financing activities                                          |                  
|                                                                            |                  
|Effect of exchange rate changes on cash and cash equivalents                |                  
|                                                                            |                  
|Net change in cash and cash equivalents                                     |                  
|Cash and cash equivalents at beginning of period                            |                  
|                                                                            |                  
|Cash and cash equivalents at end of period                                  | $                
|                                                                            |                  

The accompanying notes to the condensed consolidated financial statements are an integral part of these
statements.

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ROGUE WAVE SOFTWARE, INC.NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

|1. | Basis of Presentation       The accompanying unaudited financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant
to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the
interim periods presented. These financial statements should be read in conjunction with Rogue Wave Software, Inc.s (Rogue Wave or the Company) consolidated financial statements and notes thereto (the Consolidated
Financial Statements) for the year ended September 30, 2001, included in the Companys annual report on Form 10-K. The interim results presented are not necessarily indicative of results for any subsequent quarter or for the fiscal year
ending September 30, 2002.                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Revenue Recognition       The Company derives revenues from licensing its software products and providing related maintenance and support, and
training and consulting services. License revenue is recognized according to the criteria of SOP 97-2, as amended. Revenue is recognized upon execution of a license agreement or signed written contract with fixed or determinable fees, upon shipment
or electronic delivery of the product and managements determination that collection of the resulting receivable is probable. The Company considers fees relating to arrangements with payment terms extending beyond twelve months not to be fixed
or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. Maintenance and service revenue includes maintenance revenue that is deferred and recognized ratably over the maintenance
period. Service revenue, including training and consulting services, is recognized as services are performed. In instances where the Company enters into customized software consulting contracts, the fees are recognized using the percentage of
completion method of contract accounting in accordance with SOP No. 81-1, Accounting for Performance of Construction-Type and Certain Product-Type Contracts.
|  
|3. | Concentration of Credit Risk       Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash equivalents, short-term investments and accounts receivable. The counter parties to the agreements relating to the Companys cash equivalents and short-term investments consist of various major corporations and financial
institutions of high credit standing. The Companys receivables are derived primarily from the sales of software products and services to customers in diversified industries as well as distributors in the United States and foreign markets. As
of June 30, 2002, our accounts receivable balance was $13.0 million, net of allowance for collection of doubtful accounts and sales returns of $1.1 million. One customer accounted for 17% of the combined gross accounts receivable balance at June 30,
2002 and 4% and 5% of revenue for the three and nine months ended June 30, 2002, respectively. There were no customers that accounted for 10% or more of revenue for the three and nine months ended June 30, 2002.                                                                                                                                                                                                          

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|4. | Basic and Diluted Loss Per Share       Basic loss per share for the three and nine months ended June 30, 2002 and 2001 is computed on the
basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of outstanding stock options using the treasury
stock method unless the impact is anti-dilutive. As a result of the net loss incurred for the three and nine months ended June 30, 2002 and 2001, all options are anti-dilutive and, accordingly, the number of shares used in computing the basic
and diluted shares is the same. For the three and nine months ended June 30, 2002 and 2001, options to acquire 69,923 and 56,477, and 100,078 and 63,795 shares, respectively, were excluded from the calculation because of their anti-dilutive
effect.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Calculation of basic and diluted loss per share is as follows (in thousands, except per share amounts):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                                                                        | Three months ended |        | Nine months ended
|------------------------------------------------------------------------------------------------------- | ------------------ | ------ | -----------------
|                                                                                                        | June 30,           |        | June 30,         
|                                                                                                        |                   
|                                                                                                        |                    | 2002   |                  
|                                                                                                        |                    |        |                  
|Numerator:                                                                                              |                    |        |                  
|Net loss                                                                                                | $                  | (1,022 | )                
|                                                                                                        |                    |        |                  
|                                                                                                        |                    |        |                  
|Denominator:                                                                                            |                    |        |                  
|Historical common shares outstanding for basic and diluted loss per        share at beginning of
period |                    | 10,646 |                  
|Weighted average number of common equivalent shares         purchased during the period                 |                    | (3     | )                
|Weighted average number of common equivalent shares issued        during the period                     |                    |       |                  
|                                                                                                        |                    |        |                  
|Denominator for basic and diluted loss per share  weighted average shares                              |                    | 10,643 |                  
|                                                                                                        |                    |        |                  
|                                                                                                        |                    |        |                  
|Basic and diluted loss per share                                                                        | $                  | (0.10  | )                
|                                                                                                        |                    |        |                  

|5. | Common Stock Repurchase       In September 2001, the Board of Directors authorized the Company to repurchase up to an aggregate of $5.0
million or 2.5 million shares of its Common Stock. At June 30, 2002, the Company had repurchased 529,000 shares for $1.7 million, at prices ranging from $2.50  $3.65 per share.                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. | Stock Option Grants       On July 10, 2002, the Board of Directors approved the grant of stock options for employees and officers to purchase
1,046,234 shares of the Companys common stock at $2.68 per share, the closing price of Rogue Waves common stock on the day of grant. The options vest over a period of two years and are exercisable until the tenth anniversary of the
grant. The grants were made under the 1996 and 1997 Equity Incentive Plans. In addition, the Board of Directors approved an increase to the amount of the Companys common stock issuable under the 1997 Equity Incentive Plan from 4,850,000 to
6,850,000.
|  
|   | At July 10, 2002, the Company had 5.7 million stock options outstanding, with various exercise prices ranging from $0.15 to
$17.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|7. | Restructuring and SeveranceStrategic Realignment       During the second quarter of fiscal year 2002, the Company announced a
realignment of its corporate strategy to include an aggressive focus on expansion in Europe, Asia Pacific and Latin America. In conjunction with this action and to better align its cost structure with its new international business focus, on March
29, 2002, the Company announced plans to restructure certain areas of its global operations, which resulted in severance related charges of $352,000 and $128,000 in the second and third fiscal quarters of 2002, respectively. The cost reductions,
which resulted in a workforce reduction of approximately 47 employees or 16%, were expected to reduce future operating expenses by approximately $2 million quarterly, or 15% of total expenses. All severance expenses were paid in the third fiscal
quarter of 2002.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following table summarizes restructuring costs at June 30, 2002 (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                   | Employee Severance & Related
|-------------------------------------------------- | ----------------------------
|                                                   |                             
|Strategic restructuring estimate at March 31, 2002 | $                           
|Cash payments                                      |                             
|Adjustments                                        |                             
|                                                   |                             
|Balance at June 30, 2002                           | $                           
|                                                   |                             

| | Severance       During the nine months ended June 30, 2002, the employment of certain senior managers was terminated. As a result, the
Company recognized approximately $505,000 in severance costs in December 2001 and $112,000 in the second quarter of fiscal 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | The following table summarizes restructuring costs at June 30, 2002 (in thousands):                                                                                                                                                                                    

|                                                  | Employee Severance & Related
|------------------------------------------------- | ----------------------------
|                                                  |                             
|Executive severance estimate at December 31, 2001 | $                           
|Cash payments                                     |                             
|Adjustments                                       |                             
|                                                  |                             
|Balance at March 31, 2002                         |                             
|Cash payments                                     |                             
|                                                  |                             
|Balance at June 30, 2002                          | $                           
|                                                  |                             

| | Stingray Restructuring        In May 2001, as part of an ongoing effort to optimize its corporate organizational structure and in
conjunction with continuing cost containment programs, the Company restructured its Stingray business unit. As part of this restructuring, during the three months ended June 30, 2001, the Company recognized a restructuring charge of $621,000,
related primarily to severance costs associated with the termination of approximately 50 employees as well as certain closure costs, including those related to facility lease costs. In the fourth fiscal quarter of 2001, the Company incurred
additional restructuring costs of $456,000 as a result of an asset impairment charge and finalization of severance costs. The asset impairment charge was related to the estimated realization of its furniture and fixtures in the Stingray facility.
The carrying amount of the assets prior to the asset impairment charge was $402,000. The Company disposed of the assets in the third fiscal quarter of 2002, which resulted in an additional asset impairment charge of $54,000. The Company
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | incurred an additional $7,000 and $88,000 in the second and third fiscal quarters of 2002, respectively, for certain final lease closure costs, resulting in a total of $1.2 million
restructuring charge for both fiscal years 2001 and 2002. The Stingray products, which primarily consist of development tools for Windows programmers, will continue to be sold and supported by the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | The following table summarizes restructuring costs by primary component at June 30, 2002 (in thousands):                                                                                                                                                                                                                                                                                          

|                                                | Employee  |      | Site    |  |       |     |       |  |   |     |  
|----------------------------------------------- | --------- | ---- | ------- |  | ----- | --- | ----- |  | - | --- | -
|                                                | Severance |      | Closure |  |       |     |       |  |   |     |  
|                                                | & Related |      | Costs   |  | Other |     | Total
|                                                |          
|Stingray restructuring estimate at May 31, 2001 | $         | 432  |         |  | $     | 154 |       |  | $ | 35  |  
|Cash payments                                   |           | (314 | )       |  |       |    |       |  |   | (29 | )
|                                                |           |      |         |  |       |     |       |  |   |     |  
|Balance at June 30, 2001                        |           | 118  |         |  |       | 154 |       |  |   | 6   |  
|Cash payments                                   |           | (84  | )       |  |       | (69 | )     |  |   | (6  | )
|Adjustments for revised estimates               |           | 132  |         |  |       |    |       |  |   |    |  
|                                                |           |      |         |  |       |     |       |  |   |     |  
|Balance at September 30, 2001                   |           | 166  |         |  |       | 85  |       |  |   |    |  
|Cash payments                                   |           | (55  | )       |  |       | (84 | )     |  |   |    |  
|Adjustments for revised estimates               |           | (1   | )       |  |       |    |       |  |   |    |  
|                                                |           |      |         |  |       |     |       |  |   |     |  
|Balance at December 31, 2001                    |           | 110  |         |  |       | 1   |       |  |   |    |  
|Cash payments                                   |           | (110 | )       |  |       | (8  | )     |  |   |    |  
|Adjustments for revised estimates               |           |     |         |  |       | 7   |       |  |   |    |  
|                                                |           |      |         |  |       |     |       |  |   |     |  
|Balance at March 31, 2002                       |           |     |         |  |       |    |       |  |   |    |  
|Cash payments                                   |           |     |         |  |       | (88 | )     |  |   |    |  
|Adjustments for revised estimates               |           |     |         |  |       | 88  |       |  |   |    |  
|                                                |           |      |         |  |       |     |       |  |   |     |  
|Balance at June 30, 2002                        | $         |     |         |  | $     |    |       |  | $ |    |  
|                                                |           |      |         |  |       |     |       |  |   |     |  

|8. | Foreign Exchange Contracts       The Company accounts for foreign exchange contracts under Statement of Financial Accounting Standards
(SFAS) No. 133 Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138, which establishes accounting and reporting standards for derivative instruments, including foreign
exchange forward contracts.                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company enters into foreign exchange forward contracts to hedge certain operational and balance sheet exposures, primarily intercompany
royalty fees, from changes in foreign currency exchange rates. At inception, such contracts are designated as cash flow hedges. To achieve hedge accounting, contracts must reduce the foreign currency exchange rate risk otherwise inherent in the
amount and duration of the hedged exposure and comply with established Company risk management policies. The Company does not enter into any derivative transactions for speculative purposes. Hedging contracts generally mature within 60 to 425
days.
|  
|   | When hedging the intercompany receivable exposure, the effective portion of the derivatives gain or loss is initially reported as a
component of other comprehensive income and subsequently reclassified into earnings in the period in which earnings are impacted by the variability of the cash flow of the hedged item. The ineffective portion of the gain or loss is reported in
current period earnings immediately. The realized gains and losses are recorded in Other income-net in the consolidated statement of operations.                                                                                                              
|  
|   | The notional amount of foreign exchange contracts outstanding at June 30, 2002 was $909,000 with a derivative related fair value of
$84,000. The fair value of the forward contracts is estimated                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | based on quoted exchange rates at June 30, 2002. The effective or unrealized loss related to the outstanding contracts was $73,000 at June 30, 2002. Also during the nine months
ended June 30, 2002 and 2001, certain foreign currency contracts matured resulting in a total realized net gain of $4,000 and $48,000, respectively, of which $0 and a net loss of $50,000 were recognized in the third quarters of fiscal 2002 and 2001,
respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.  | Related Party Transaction       On June 5, 2002, the Company entered into a $500,000 non-interest bearing home loan with its Chief Executive
Officer in connection with his relocation to Boulder, Colorado. The loan matures on the earlier of June 5, 2006 or 180 days after termination of employment with the Company. The loan is secured by the property being purchased.                                                                         
|   
|10. | Worldwide Operations       Revenue by geographic area for the three months ended June 30, 2002 and 2001 was 68% and 66% in the United States,
29% and 33% in Europe, and 3% and 1% in Japan, respectively.                                                                                                                                                                                                                                              
|   
|    | Information regarding worldwide operations is as follows (in thousands):                                                                                                                                                                                                                                                                                                                                                                                

|                                               | United |        |        |  |       |       |              |   |       |   |  |   |        |   |  |  
|---------------------------------------------- | ------ | ------ | ------ |  | ----- | ----- | ------------ | - | ----- | - |  | - | ------ | - |  | -
|                                               | States |        | Europe |  | Japan |       | Eliminations |   | Total
|                                               |        |        |        |  |       |       |              |   |       |   |  |   |       
|June 30, 2002, and for the quarter then ended: |        |        |        |  |       |       |              |   |       |   |  |   |        |   |  |  
|Revenue to unaffiliated customers              | $      | 6,837  |        |  | $     | 2,940 |              | $ | 277   |   |  | $ |       |   |  | $
|Intercompany transfers                         |        | 1,193  |        |  |       |      |              |   |      |   |  |   | (1,193 | ) |  |  
|                                               |        |        |        |  |       |       |              |   |       |   |  |   |       
|Net revenue                                    |        | 8,030  |        |  |       | 2,940 |              |   | 277   |   |  |   | (1,193 | ) |  |  
|Operating income (loss)                        |        | (1,362 | )      |  |       | 359   |              |   | (432  | ) |  |   |       |   |  |  
|Long-lived assets                              |        | 3,133  |        |  |       | 326   |              |   | 13    |   |  |   |       |   |  |  
|                                               |        |        |        |  |       |       |              |   |       |   |  |   |        |   |  |  
|June 30, 2001, and for the quarter then ended: |        |        |        |  |       |       |              |   |       |   |  |   |        |   |  |  
|Revenue to unaffiliated customers              | $      | 9,682  |        |  | $     | 4,902 |              | $ | 61    |   |  | $ |       |   |  | $
|Intercompany transfers                         |        | 1,977  |        |  |       |      |              |   |      |   |  |   | (1,977 | ) |  |  
|                                               |        |        |        |  |       |       |              |   |       |   |  |   |       
|Net revenue                                    |        | 11,659 |        |  |       | 4,902 |              |   | 61    |   |  |   | (1,977 | ) |  |  
|Operating income (loss)                        |        | (2,049 | )      |  |       | 1,535 |              |   | (54   | ) |  |   |       |   |  |  
|Long-lived assets                              |        | 5,156  |        |  |       | 754   |              |   | 1     |   |  |   | (208   | ) |  |  

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| | Revenue by geographic area for the nine months ended June 30, 2002 and 2001 was 72% and 70% in the United States, 23% and 29% in Europe,
and 5% and 1% in Japan, respectively.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Information regarding worldwide operations is as follows (in thousands):                                                                                                      

|                                                   | United |        |        |  |       |        |              |   |       |   |  |   |        |   |  |  
|-------------------------------------------------- | ------ | ------ | ------ |  | ----- | ------ | ------------ | - | ----- | - |  | - | ------ | - |  | -
|                                                   | States |        | Europe |  | Japan |        | Eliminations |   | Total
|                                                   |        |        |        |  |       |        |              |   |       |   |  |   |       
|June 30, 2002, and for the nine months then ended: |        |        |        |  |       |        |              |   |       |   |  |   |        |   |  |  
|Revenue to unaffiliated customers                  | $      | 24,599 |        |  | $     | 7,872  |              | $ | 1,560 |   |  | $ |       |   |  | $
|Intercompany transfers                             |        | 3,410  |        |  |       |       |              |   |      |   |  |   | (3,410 | ) |  |  
|                                                   |        |        |        |  |       |        |              |   |       |   |  |   |       
|Net revenue                                        |        | 28,009 |        |  |       | 7,872  |              |   | 1,560 |   |  |   | (3,410 | ) |  |  
|Operating income (loss)                            |        | (4,163 | )      |  |       | 339    |              |   | (108  | ) |  |   |       |   |  |  
|Long-lived assets                                  |        | 3,133  |        |  |       | 326    |              |   | 13    |   |  |   |       |   |  |  
|                                                   |        |        |        |  |       |        |              |   |       |   |  |   |        |   |  |  
|June 30, 2001, and for the nine months then ended: |        |        |        |  |       |        |              |   |       |   |  |   |        |   |  |  
|Revenue to unaffiliated customers                  | $      | 30,842 |        |  | $     | 12,858 |              | $ | 259   |   |  | $ |       |   |  | $
|Intercompany transfers                             |        | 5,001  |        |  |       |       |              |   |      |   |  |   | (5,001 | ) |  |  
|                                                   |        |        |        |  |       |        |              |   |       |   |  |   |       
|Net revenue                                        |        | 35,843 |        |  |       | 12,858 |              |   | 259   |   |  |   | (5,001 | ) |  |  
|Operating income (loss)                            |        | (4,581 | )      |  |       | 3,026  |              |   | (273  | ) |  |   |       |   |  |  
|Long-lived assets                                  |        | 5,156  |        |  |       | 754    |              |   | 1     |   |  |   | (208   | ) |  |  

|11. | New Accounting Pronouncements       On June 30, 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141,
Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Major provisions of these Statements are as follows: all business combinations initiated after June 30, 2001 must use the purchase method of
accounting; the pooling of interests method of accounting is prohibited except for transactions initiated before July 1, 2001; intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability; goodwill and intangible assets with
indefinite lives are not amortized but are tested for impairment annually, except in certain circumstances, and whenever there is an impairment indicator and all acquired goodwill must be assigned to reporting units for purposes of impairment
testing and segment reporting. Effective with adoption, goodwill will no longer be subject to amortization. SFAS No. 142 will be effective for the Company for its fiscal year beginning October 1, 2002. Management does not believe adoption of these
statements will have a material impact on the Companys financial position, results of operations or cash flows.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires entities to
record the then fair value of a liability for legal obligations associated with the retirement obligations of tangible long-lived assets in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount
of the related asset. The liability will continue to be accreted to the fair value at the time of settlement over the useful life of the asset with the capitalized cost being depreciated over the useful life of the related asset. If the liability is
settled for an amount other than the recorded amount, a gain or loss is recognized. The standard is effective for the Company beginning fiscal year October 1, 2002. Management does not believe that adoption of this statement will have a material
impact on the Companys financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and replaces the accounting and reporting provisions
for segments of a business to be disposed of under Accounting Principles Board (APB) Opinion No. 30, Reporting Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS No. 144 maintains the requirement that an impairment loss be recognized for a long-lived asset to be held and used if its carrying value is not expected to be recoverable from its
undiscounted cash flows. SFAS No. 144 requires that long-lived assets to be disposed of, other than by sales, be considered held and used until actually disposed of and requires that depreciable lives be revised in accordance with APB Opinion No.
20, Accounting Changes. SFAS No. 144 also requires that long-lived assets to be disposed of by sale be measured at the lower of carrying amount or fair value less selling costs, but retains the requirement to report discontinued
operations separately from continuing operations and extends that reporting to a component of an entity that has either been disposed of or is classified as held for sale. The provisions of SFAS No. 144 are effective for the Company for the fiscal
year beginning October 1, 2002. Management does not believe adoption of this statement will have a material impact on the Companys financial position, results of operations or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred instead of the date of an entitys commitment to an exit plan. This Statement also
establishes that fair value is the objective for initial measurement of the liability. Severance pay under Statement 146, in many cases, would be recognized over time rather than upfront for employees who render future services beyond a minimum
retention period. The minimum retention period would be based on the legal notification period, or if there is no such requirement, 60 days. The provisions of SFAS No. 146 are effective for the Company for disposal activities initiated after
December 31, 2002. Management does not believe adoption of this statement will have a material impact on the Companys financial position, results of operations or cash flows.

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

Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and
uncertainties. The Companys actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section, as well as in the
section Risk Factors and Business in the Companys Annual Report on Form 10-K for the year ended September 30, 2001. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect
managements analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. The following discussions should be read in conjunction with our condensed consolidated financial statements and the notes thereto.

Overview

Rogue Wave was founded in 1989, and is a leading
provider of object-oriented software technology. Customers around the world rely on Rogue Wave products to build comprehensive application solutions. Rogue Wave believes that application development efforts are most effective when businesses are
able to concentrate on the domain specific application capabilities that enable them to differentiate themselves from their competitors. Rogue Wave offers proven software components and frameworks that enhance developer productivity for implementing
common application functionality. The Companys software also handles the complex architectural issues that are key to successful application implementation, but which most often fall outside a companys in-house development expertise.
Rogue Wave is committed to providing products and services that reduce the effort, time to market, and overall project risk associated with the development of comprehensive application solutions.

The Companys products are marketed to information technology development managers, independent software vendors, value added
resellers, original equipment manufacturers and professional programmers in all industry and geography segments. The Companys products are designed to enable customers to construct robust applications faster, with higher quality and lower
risk, resulting in significant cost savings. These products provide customers with greater independence from hardware platforms, operating systems and other vendor-specific dependencies.

The Rogue Wave Strategy and Business Model

Rogue Waves strategic objective is
to provide technology and services that allow customers to optimize productivity when building software solutions to address their business requirements. Simply, the Company strives to create products that efficiently and effectively align
underlying information technology with a customers application of that technology.

Core Technology  SourcePro C++

The Companys history is rich in object oriented C++, the language of choice for large scale, business critical applications.
During fiscal 2001, Rogue Wave announced the launch of the SourcePro C++ product line, reflecting a substantive alteration to the Companys core products and business model. The SourcePro C++ products, which integrate the majority of formerly
offered Rogue Wave C++ component technology as well as features not previously available, are designed to provide more comprehensive solutions while optimizing the use of the Companys core C++ products. SourcePro C++

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is comprised of four products: SourcePro Core, SourcePro DB, SourcePro Net and SourcePro Analysis. Pricing of the SourcePro C++ products is based on a customer
value model, which considers scope of deployment, including operating systems, in contrast to the historically employed license per developer approach. Overall, the model allows customers greater flexibility in their utilization of the
Companys products. Additionally, the Company has made significant investment in Java and XML initiatives. Most recently, Rogue Wave has initiated the pursuit of two new technologies, the first addressing the Web integration needs of the C++
developer and the second involving an Internet shared memory space for transparent collaborative applications, providing an area on the Internet where XML documents can be written or read, subject to appropriate security constraints. These core
products represent the foundation of the Companys technological sophistication and capabilities.

Evolution of the market place has created the need for higher order solutions. We believe that customers are less interested in atomic software components
and more interested in technology suites and frameworks that address a higher percentage of their needs. We believe that customer purchasing practices have migrated away from the individual developer, with a greater focus on project, division or
enterprise requirements. Further, to better position itself in the market, the Company is also aggressively pursuing partnership opportunities with leading technology companies. We believe that Rogue Waves technological history is deep and
highly regarded by its clients and the technological community. By better aligning the Companys current products, and more importantly its product development efforts, with the worlds leading companies, Rogue Wave expects to have greater
success building solutions that solve real world business problems that meets our customers needs.

The Companys international revenue is generated primarily by the Companys European subsidiaries. The Company has entered into forward foreign
exchange contracts to reduce certain risks associated with currency fluctuations. Although exposure to currency fluctuations to date has been insignificant, to the extent international revenue is denominated in local currencies, foreign currency
translations may contribute to significant fluctuations in, and could have a material adverse effect upon, the Companys business, financial condition and results of operations. See Factors That May Affect Future Results.

Strategic Realignment  Globalization

During the second quarter of fiscal year 2002, the Company announced a realignment of its corporate strategy to include an aggressive focus on expansion in
Europe, Asia Pacific and Latin America. In conjunction with this action and to better align its cost structure with its new international business focus, on March 29, 2002, the Company announced plans to restructure certain areas of its global
operations, which resulted in severance related charges of $352,000 and $128,000 in the second and third fiscal quarter of 2002, respectively. The cost reductions, which resulted in a workforce reduction of approximately 47 employees or 16%, are
expected to reduce future operating expenses by approximately $2 million quarterly, or 15% of total expenses.  All severance expenses were paid in the third fiscal quarter of 2002.

Additionally, as part of this restructuring plan and to better meet the needs of our customers, the Company has established three separate regional
operations, the Americas, EMEA ( Europe) and Asia Pacific in an effort to drive autonomy and greater accountability. During the second fiscal quarter, the Company opened an office in Australia and increased its resources in Europe and
other areas of the Asia Pacific region. In the third quarter, the Company began the process of establishing several new distributor arrangements. As a part of the strategy to move into new international markets, the Company is creating a streamlined
license and packaging process to run through these new distributor channels. The Company anticipates further expansion in foreign countries, including within the Asian markets, and

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expects that international license and service and maintenance revenue will account for an increasing portion of its total revenue in the future. There can be no
assurance, however, that the Company will be able to maintain or increase international market demand for its products. See Factors that May Affect Future Results for additional risk factors associated with the Companys global
expansion.

Large Scale Object Solutions

Large Scale Object Solutions (LSOS) is a set of technologies targeted at customers with specific needs related to running very high throughput
systems deployed against a relational database. LSOS offers services such as a hierarchical object model, object history, object reconciliation, and a method for storing objects on relational databases in order to maximize performance.

The Companys first implementation of this technology is an application that the Company developed, in
partnership with JP Morgan Chase, known as Global Market Reference Data. This product has been renamed and will be marketed as CornerstoneST to the worldwide financial institutions industry, which are facing T+1 compliance issues. Our objective is
to expand into additional financial application projects and then branch out into other industries.

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Results of Operations

The following table sets forth for the periods indicated the percentage of net revenue represented by certain line items in the Companys Condensed
Consolidated Statements of Operations.

|                                                   | Percentage of Total Net Revenue
|-------------------------------------------------- | -------------------------------
|                                                   |                                
|                                                   | Three months ended             
|                                                   | June 30,                       
|                                                   |                                
|                                                   | 2002                           
|                                                   |                                
|                                                   |                                
|Revenue:                                          
|License revenue                                    | 54                             
|Service and maintenance revenue                    | 46                             
|                                                   |                                
|Total revenue                                      | 100                            
|                                                   |                                
|Cost of revenue:                                   |                                
|Cost of license revenue                            | 2                              
|Cost of service and maintenance revenue            | 13                             
|                                                   |                                
|Total cost of revenue                              | 15                             
|                                                   |                                
|Gross profit                                       | 85                             
|                                                   |                                
|Operating expenses:                                |                                
|Product development                                | 29                             
|Sales and marketing                                | 55                             
|General and administrative                         | 12                             
|Restructuring, severance and goodwill amortization | 3                              
|                                                   |                                
|Total operating expenses                           | 99                             
|                                                   |                                
|Loss from operations                               | (14                            
|Other income, net                                  | (1                             
|                                                   |                                
|Loss before income taxes                           | (15                            
|Income tax benefit                                 | (5                             
|                                                   |                                
|Net loss                                           | (10                            
|                                                   |                                

Revenue

Total revenue for the three and nine months ended June 30, 2002 was $10.1 million and $34.0 million, respectively, versus $14.6 million and $44.0 million
for the three and nine months ended June 30, 2001, representing a decrease of 31% and 23%, respectively. License revenue for the three and nine months ended June 30, 2002 was $5.4 million and $18.2 million, respectively, versus $8.0 million and
$22.5 million for the three and nine months ended June 30, 2001, representing a decrease of 33% and 19%, respectively. The decrease is due to a decrease in the number of licenses sold to existing and new customers, primarily as a result of
restrained corporate technology spending. In general, the slowing economy has had the effect of lengthening the sales cycle and, in some cases, outright cancellation of technology spending. Rogue Wave has adopted a new corporate strategy that
significantly focuses on the development of its international operations, which is designed to increase future revenue.

Service and maintenance revenue for the three and nine months ended June 30, 2002 was $4.7 million and $15.8 million, respectively, versus $6.6 million and
$21.5 million, respectively, for the three and nine months ended June 30, 2001, representing a decrease of 29% and 27%, respectively. The decrease in service and maintenance revenue was primarily attributable to the decrease in revenue received from
two significant customized consulting contracts signed in the first quarter of fiscal 2001.

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Although the initial projects were comprised entirely of consulting revenue, the Company expects future sales of the resulting finished application to increase
license revenue. In addition, maintenance revenue has also been negatively impacted as a result of restrained technology spending from the depressed economy.

Cost of
Revenue

Cost of license revenue consists primarily of amortization of purchased software,
materials, packaging and freight expense. Cost of license revenue for the three and nine months ended June 30, 2002 was $231,000 and $523,000, respectively, versus $234,000 and $713,000 for the three and nine months ended June 30, 2001,
respectively, representing a decrease of 1% and 27%. The decreases are primarily the result of a decrease in purchased software costs as well as a continued decrease in the number of manuals produced due to an increase in product offerings delivered
through the Internet versus physically shipped.

Cost of service and maintenance revenue consists
primarily of personnel related and facilities costs incurred in providing customer support and training services as well as third party costs incurred in providing training and consulting services. Cost of service and maintenance revenue for the
three and nine months ended June 30, 2002 was $1.3 million and $5.2 million, respectively, versus $3.0 million and $9.5 million for the three and nine months ended June 30, 2001, respectively, representing a decrease of 57% and 45%, respectively.
The decreases were due primarily to staffing efficiencies gained from fiscal year 2002 restructuring actions and a decrease in the utilization of third-party consulting services for the additional costs associated with the two significant customized
software consulting contracts entered into in the first quarter of fiscal 2001.

Operating Expenses

Product development expense for the three and nine months ended June 30, 2002 was $2.9 million and $9.5 million, respectively, versus $3.3 million and $10.8
million for the three and nine months ended June 30, 2001, respectively, representing a decrease of 12% in each period. As a percent of revenue, product development expense for the three and nine months ended June 30, 2002 was 29% and 28%,
respectively, versus 22% and 25% for the three and nine months ended June 30, 2001, respectively. The decrease in the three and nine months ended June 30, 2002 product development expense was due to staffing reductions achieved during the last half
of fiscal year 2001 and in the third fiscal quarter of 2002. The Company does not expect that product development expense will grow or will increase materially as a percentage of total revenue for fiscal 2002. All costs incurred in the research and
development of software products and enhancements to existing products have been expensed as incurred.

Sales and marketing expenses for the three and nine months ended June 30, 2002 were $5.6 million and $17.0 million, respectively, versus $6.4 million and
$19.0 million for the three and nine months ended June 30, 2001, respectively, representing a decrease of 13% and 11%, respectively. As a percentage of total revenue, sales and marketing expenses were 55% and 50% for the three and nine months ended
June 30, 2002, respectively, versus 44% and 43% for the three and nine months ended June 30, 2001, respectively. The decrease in sales and marketing expense is due to the decrease in sales and marketing personnel and related costs associated with
the implementation of cost containment programs. The Company does not expect that sales and marketing expenses will grow or that expenses will increase significantly as a percentage of total revenue for fiscal 2002.

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General and administrative expenses for the three and nine months ended June
30, 2002 was $1.2 million and $4.4 million, respectively, versus $1.7 million and $4.5 million, respectively, representing a decrease of 29% and 2%, respectively. The decrease is primarily due to cost containment programs implemented during the last
half of fiscal year 2001 and the aggressive focus on expense reduction in fiscal year 2002. The variability between the percent decrease in expenses from the three and nine month period to period comparison is due to approximately $600,000 reduction
in expense accruals for certain employment and product distribution contract issues that occurred in the first quarter of 2001. The Company believes that its general and administrative expenses will remain flat for fiscal 2002.

Restructuring, severance and goodwill expenses totaling approximately $270,000 and $1.3 million were recognized
during the three and nine months ended June 30, 2002, respectively. The Company incurred severance of $617,000 for the termination of certain senior managers and $142,000 for the finalization of lease closure costs for the Stingray facility and
related asset impairment charge. In addition, $76,000 of goodwill amortization was recognized in the first half of fiscal year 2002.

During the second quarter of fiscal year 2002, the Company announced a realignment of its corporate strategy to include an aggressive focus on expansion in
Europe, Asia Pacific and Latin America. In conjunction with this action and to better align its cost structure with its new international business focus, on March 29, 2002, the Company announced plans to restructure certain areas of its global
operations, which resulted in severance related charges of $352,000 and $128,000 in the second and third fiscal quarters of 2002, respectively. The Company expects that the restructuring, which included a workforce reduction of approximately 47
employees or 16%, will reduce future operating expenses by approximately $2 million quarterly, or 15% of total expenses. All severance expenses were paid in the third fiscal quarter of 2002.

Other Income, Net

Other income for the three and nine months ended June 30, 2002 and
2001 primarily consists of interest income on the Companys cash, cash equivalents and short-term investments as well as foreign currency translation adjustments. The decrease in other income of $468,000 and $809,000 for the three and nine
months ended June 30, 2002, respectively, compared to the three and nine months ended June 30, 2001, is primarily due to an erosion in value of the U.S. dollar world wide, which resulted in foreign currency losses, as well as a decrease in
investments and interest rates during the current fiscal period as compared to the same fiscal periods last year.

Income Tax Benefit

In general, income taxes for the three and nine month period ended June 30, 2002 are provided during interim periods based on the
expected effective tax rate for the year. The provision for income taxes benefit for the three and nine month periods ended June 30, 2002, is based on an estimated annual effective tax rate of approximately 35% plus adjustments, which is applied to
the loss before income taxes and includes federal, state and foreign income taxes.

The Company has
recorded a deferred tax asset of $4.1 million reflecting the benefit of $1.5 million loss carryforwards, $975,000 of research credits and various other tax credits and temporary differences, which expire in varying amounts between 2003 and 2021.
Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax asset will be
realized.

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Liquidity and Capital Resources

The Companys working capital was $26.8 million at June 30, 2002 compared to $30.6 million at June 30, 2001 and $28.5 million at March 31, 2002. The
decrease in working capital is primarily due to a decline in sales.

Net cash used in operating
activities was $4.0 million during the nine months ended June 30, 2002, compared to $2.1 million in the comparable 2001 period. The decrease in cash flows from operations was primarily due to the net loss and a decrease in deferred revenue. The
decrease in deferred revenue is primarily due to the timing of the completion of contracts with a decrease in new maintenance, support and service revenue signed in the nine months of fiscal 2002, compared to the same period in fiscal
2001.

The Companys investing activities consist primarily of the purchase and sale of
short-term investments and purchases of equipment. During the nine months ended June 30, 2002, net cash used in investing activities was $1.3 million, which included the purchase of short-term investments of $362,000 and the purchase of equipment of
$943,000, compared to $7.8 million in the comparable 2001 period.

Net cash used in or derived from
financing activities was $1.4 million for the nine months ended June 30, 2002, compared with net cash provided by financing activities of $411,000 for the comparable 2001 period. In September 2001, the Board of Directors authorized the Company to
repurchase up to an aggregate of $5.0 million or 2.5 million shares of its Common Stock. At June 30, 2002, the Company had repurchased 529,000 shares for approximately $1.7 million, at prices ranging from $2.50  $3.65 per share.

The Company believes that expected cash flows from operations combined with existing cash and cash equivalents and
short-term investments will be sufficient to meet its cash requirements for the foreseeable future. See Factors That May Affect Future Results.

Critical Accounting
Policies

The preparation of the condensed consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the
condensed consolidated financial statements and accompanying notes. The Securities and Exchange Commission has defined a companys most critical accounting policies as those that are most important to the portrayal of the companys
financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the
Company has identified the critical accounting policies and judgments described below. Additionally, Rogue Wave also has other key accounting policies, which involve the use of estimates, judgments and assumptions and which are detailed in Note 1
Description of Business and Summary of Significant Accounting Policies in Item 14 of Part IV, Exhibits, Consolidated Financial Statements, Schedules and Reports on Form 8-K, of our Annual Report on Form 10-K for the year
ended September 30, 2001. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions
or conditions.

Revenue Recognition

The Companys revenue is derived from licenses of its software products and related maintenance, training and consulting services.
License, maintenance and most services are recognized in accordance with

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Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as amended by SOP 98-9, which permits revenue recognition when (1) persuasive
evidence of an arrangement exists, (2) delivery of the product has occurred, (3) the fee is fixed or determinable, and (4) collectibility is probable. The Company defines each of the four criteria above as follows:

Persuasive evidence of an arrangement exists. Rogue Waves customary practice is to execute a written contract, signed by
both the customer and the Company, or a purchase order from those customers that have previously negotiated a license agreement.

Delivery.  The Companys software may be either physically or electronically delivered to the customer. Delivery is deemed to have
occurred upon the shipment of the product or delivery of the authorization code. If undelivered products or services exist in an arrangement that are essential to the functionality of the delivered product, delivery is not considered to have
occurred until these products or services are delivered.

The fee is fixed or
determinable.  Rogue Wave negotiates the fee for its products at the outset of an arrangement. In these arrangements, the majority of the development licenses are perpetual and nonrefundable. The fees are generally due within one to
twelve months depending on the length of the contract. The Company considers fees relating to arrangements with payment terms extending beyond twelve months not to be fixed or determinable. If the fee is not fixed or determinable, revenue is
recognized as payments become due from the customer.

Collectibility is
probable.  Collectibility is evaluated on a customer-by-customer basis. New and existing customers are subject to a credit review process, which evaluates the customers financial position (e.g. cash position and credit rating)
and their ability to pay. If collectibility is not considered probable at the outset of an arrangement in accordance with the Companys credit review process, revenue is recognized when the fee is collected.

SOP 97-2, as amended, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each
element based on the relative fair values of the elements. The determination of fair value of each element in multiple-element arrangements is based on vendor-specific objective evidence (VSOE). The VSOE for license, consulting and
training fees is established when the same element is sold separately. VSOE for maintenance and support is determined based upon the customers annual renewal rates.

Assuming all other revenue recognition criteria are met, revenue from licenses is recognized upon delivery. Maintenance and support revenue is deferred and
recognized on a straight-line basis over the contractual service period, which are typically one to three years. Consulting services, which include training, are not considered essential to the functionality of the other elements of the arrangement.
The revenue allocable to the consulting services is generally recognized as the services are performed. In instances where the Company enters into customized software consulting contracts, the fees are recognized using the percentage of completion
method of contract accounting in accordance with SOP No. 81-1, Accounting for Performance of Construction-Type and Certain Product-Type Contracts.

Sales Returns and
Allowance for Doubtful Accounts

The Companys management must make estimates of potential
future product returns related to current period product revenue. Management analyzes historical returns, current economic trends, and changes in customer demand and acceptance of the products when evaluating the adequacy of the sales

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returns. Significant management judgments must be made and used in connection with establishing the estimated sales returns in any accounting period.

The Companys allowance for doubtful accounts is intended to reduce the value of customer accounts receivable
to amounts expected to be collected. In determining the required allowance, the Company considers factors such as customer credit history, overall and industry economic conditions and the customers current financial performance. Rogue Wave
performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customers current credit worthiness, as determined by the review of their current credit information. The Company continuously
monitors collections and payments from the customers. While such credit losses have historically been within expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have
in the past.

Accounting for Income Taxes

As part of the process of preparing the Companys condensed consolidated financial statements, Rogue Wave is required to estimate income taxes in each
of the jurisdictions in which it operates. This process involves estimates of the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets, which are included within our consolidated balance sheet. Rogue Wave records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In
assessing the need for a valuation allowance, the Company estimates future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax changes to tax laws, changes to statutory tax rates and future
taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, the Company would reduce such amounts through a charge to income in the period that
such determination is made. Conversely, if the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance
through an increase to income in the period that such determination is made.

Factors That May Affect Future Results

In evaluating the Companys
business, investors should carefully consider the following factors in addition to the other information presented in this report.

Our future operating results are difficult
to predict and actual financial results may vary from our expectations, which could have an adverse effect on our stock price.

Our future operating results are difficult to predict due to a variety of factors, many of which are outside of our control. These factors
include:

| | overall economic conditions of the U.S. and the rest of the world;                 
|- | -----------------------------------------------------------------------------------
| | demand for our products and services;                                              
| | level of product and price competition;                                            
| | size, type and timing of individual license transactions;                          
| | delay or deferral of customer implementations;                                     
| | our success in expanding our direct sales force and indirect distribution channels;
| | timing of new product introductions and product enhancements;                      

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| | levels of international sales;                                                                                
|- | --------------------------------------------------------------------------------------------------------------
| | changes in our pricing policy or that of our competitors;                                                     
| | publication of opinions about us, our products and object-oriented, component technology by industry analysts;
| | our ability to retain key employees and hire new employees;                                                   
| | our ability to develop and market new products and control costs; and                                         
| | our ability to effectively deploy our new strategy including our new business model.                          

One or more of the foregoing factors may cause our operating results to fluctuate significantly. Based on the preceding factors, we may experience a
shortfall in revenue or earnings or otherwise fail to meet public market expectations, which could materially adversely affect our business, financial condition and the market price of our Common Stock.

Our sales volume is subject to fluctuations and unpredictable timing and may cause our operating results to fluctuate significantly.

We generally ship orders as received, which means that quarterly revenue and operating results depend substantially on the volume and timing of orders we
receive during the quarter. Sales volume is difficult to forecast due to a number of reasons, many of which are outside our control. These reasons include:

| | lack of a reliable means to assess overall customer demand;                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------
| | we typically earn a substantial portion of our revenue in the last weeks, or even days, of each quarter;                        
| | larger customer orders are subject to long sales cycles and are frequently delayed; and                                         
| | our service and maintenance revenue tends to fluctuate as consulting contracts are undertaken, renewed, completed or terminated.

We base operating expenses on anticipated revenue trends. A high percentage of these expenses are relatively fixed. As a result, a
delay in the recognition of revenue from a limited number of transactions could cause significant variations in operating results from quarter to quarter and could lead to significant losses. Accordingly, operating results and growth rates for any
particular quarter or other fiscal period may not be indicative of future operating results. Furthermore, fluctuations in our quarterly operating results may result in volatility in the price of our Common Stock in the future.

Our failure to manage planned growth could adversely affect our ability to increase revenue.

Our business has evolved significantly in recent years, placing a strain on our management systems and resources. To manage future growth, we must continue
to improve our financial and management controls, reporting systems and procedures on a timely basis and expand, train and manage our employee work force. If we fail to manage our growth effectively, our business, financial condition and results of
operations could be materially and adversely affected.

Failure to attract and retain key employees will adversely affect our business.

Our future performance depends significantly upon the continued service of our key technical, sales and senior management personnel,
none of whom is bound by an employment agreement. We believe that the technological and creative skills of our personnel are essential to establishing and maintaining a leadership position, particularly in light of the fact that our intellectual
property, once sold

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to the public market, is easily replicated. The loss of the services of one or more of our executive officers or key technical personnel may have a material
adverse effect on our business.

Our future success also depends on our continuing ability to attract
and retain highly qualified technical, sales and managerial personnel. In the past, we have experienced some difficulty in attracting key personnel. Competition for such personnel is intense and there can be no assurance that we can retain key
employees or that we can attract, assimilate or retain other highly qualified personnel in the future.

Variability of our sales cycles makes it difficult to forecast quarterly
revenue and operating results, making it likely that period-to-period comparisons are not necessarily meaningful as an indicator of future results.

We distribute our products primarily through two different direct sales channels, a telesales force and a field sales force, each of which is subject to a
variable sales cycle. Products sold by our telesales force may be sold after a single phone call or may require several weeks of education and negotiation before a sale is made. As such, the sales cycle associated with telesales typically ranges
from a few days to two months. On the other hand, the purchase of products from our field sales force is often an enterprise-wide decision and may require the sales person to provide a significant level of education to prospective customers
regarding the use and benefits of our products. For these and other reasons, the sales cycle associated with the sale of our products through our field sales force typically ranges from two to six months and is subject to a number of significant
delays over which we have little or no control. As a result, quarterly revenue and operating results are variable and are difficult to forecast, and we believe that period-to-period comparisons of quarterly revenue are not necessarily meaningful and
should not be relied upon as an indicator of future revenue.

We face risks involving future business acquisitions.

We frequently evaluate strategic opportunities available to us and may in the future pursue additional acquisitions of complementary technologies, products
or businesses. Future acquisitions of complementary technologies, products or businesses will result in the diversion of managements attention from the day-to-day operations of our business and may include numerous other risks, including
difficulties in the integration of the operations, products and personnel of the acquired companies. Future acquisitions may also result in a dilutive issuance of equity securities, the incurrence of debt, and amortization expenses related to
intangible assets. Our failure to successfully manage future acquisitions may have a material adverse effect on our business and financial results.

Doing business outside the
United States involves numerous factors that could negatively affect our financial results.

A significant portion of our revenue is derived from international sources. To service the needs of these customers, we must provide worldwide product
support services. We have expanded, and intend to continue expanding, our international operations and plan to enter additional international markets. This will require significant management attention and financial resources that could adversely
affect our operating margins and earnings. We may not be able to maintain or increase international market demand for our products. If we do not, our international sales will be limited, and our business, operating results and financial condition
could be materially and adversely affected.

Our international operations are subject to a variety of
risks, including (1) foreign currency fluctuations, (2) economic or political instability, (3) shipping delays and (4) various trade restrictions.

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Any of these risks could have a significant impact on our ability to deliver products on a competitive and timely basis. Significant increases in the level of
customs duties, export quotas or other trade restrictions could also have an adverse effect on our business, financial condition and results of operations. In situations where direct sales are denominated in a foreign currency, any fluctuation in
foreign currency or the exchange rate may adversely affect our business, financial condition and results of operations.

We may not be able to adequately protect our intellectual
property or operate our business without infringing on the intellectual property rights of others.

We rely primarily on a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to protect our
proprietary rights. We also believe that factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition and reliable product maintenance are essential to establishing
and maintaining a technological leadership position. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. The nature of many of our products requires the release of the source code to customers. As such,
policing unauthorized use of our products is difficult, and while we are unable to determine the extent to which piracy of our products exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign
countries do not protect our proprietary rights as fully as do the laws of the United States. There can be no assurance that our means of protecting our proprietary rights in the United States or abroad will be adequate or that competition will not
independently develop similar technology.

Although we do not believe that we are infringing any
proprietary rights of others, third parties may claim that we have infringed their intellectual property rights. Furthermore, former employers of our former, current or future employees may assert claims that such employees have improperly disclosed
to us the confidential or proprietary information of such former employers. Any such claims, with or without merit, could (1) be time consuming to defend, (2) result in costly litigation, (3) divert managements attention and resources, (4)
cause product shipment delays or (5) require us to pay money damages or enter into royalty or licensing agreements. A successful claim of intellectual property infringement against us and our failure or inability to license or create a workaround
for such infringed or similar technology may materially and adversely affect our business, operating results and financial condition.

Our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. It is possible,
however, that the limitation of liability provisions contained in our license agreements may not be effective under the laws of certain jurisdictions. A successful product liability claim brought against us could have a material adverse effect upon
our business, operating results and financial condition.

Our business will suffer if our products contain defects or do not function as intended, which would cause our revenue to
decline.

Software products frequently contain errors or failures, especially when first
introduced or when new versions are released. Also, new products or enhancements may contain undetected errors, or bugs, or performance problems that, despite testing, are discovered only after a product has been installed and used by
customers. Errors or performance problems could cause delays in product introduction and shipments or require design modifications, either of which could lead to a loss in revenue. Our products are typically intended for use in applications that may
be critical to a customers

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business. As a result, we expect that our customers and potential customers have a greater sensitivity to product defects than the market for software products
generally. Despite extensive testing by us and by current and potential customers, errors may be found in new products or releases after commencement of commercial shipments, resulting in loss of revenue or delay in market acceptance, diversion of
development resources, the payment of monetary damages, damage to our reputation, or increased service and warranty costs, any of which could have a material adverse effect on our business and results of operations.

We cannot predict whether the market acceptance for C++ and Visual C++/MFC will continue to grow.

Our product lines are designed for use in object-oriented software application development. To date, a substantial majority of our revenue has been
attributable to sales of products and related maintenance and consulting services associated with C++ programming and development. We believe that, while the market for object-oriented technology is maturing, optimization of the C++ solutions
through realignment of products and services coupled with the pursuit of unsaturated markets in Asia Pacific, Europe and Latin America, will serve to enhance future revenue. However, object-oriented programming languages are very complex and the
number of software developers using them is relatively small compared to the number of developers using other software development technology. Our financial performance will depend in part upon continued growth in object-oriented technology and
markets and the development of standards that our products address. There can be no assurance that the market will continue to grow or that we will be able to respond effectively to the evolving requirements of the market.

Our market is highly competitive, and if we are unable to compete successfully our ability to grow our business or maintain revenue and earnings at current levels will be
impaired.

Our products target the markets for Visual C++/MFC and Visual Basic/ActiveX
software parts and programming tools. Direct competitors in the C++ market include Microsoft (with its MFC), ILOG and several privately held companies. Microsoft is a particularly strong competitor due to its large installed base and the fact that
it bundles its MFC library with its own and other C++ compilers. Microsoft may decide in the future to devote more resources to or broaden the functions of MFC in order to address and more effectively compete with the functionality of our
products.

Software applications can also be developed using software parts and programming tools in
environments other than C++. Indirect competitors with such offerings include Microsoft, Borland, Oracle and Powersoft. Many of these competitors have significantly greater resources, name recognition and larger installed bases of customers than we
do. These potential competitors also have well-established relationships with current and potential customers and have the resources to enable them to more easily offer a single vendor solution. As a result, these potential competitors may be able
to respond more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the development, promotion and sale of their products than we can.

We also face competition from systems integrators and our customers internal information technology departments. Many systems
integrators possess industry specific expertise that may enable them to offer a single vendor solution more easily, and already have a reputation among potential customers for offering enterprise-wide solutions to software programming needs. Systems
integrators may market competitive software products in the future.

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There are many factors that may increase competition in the market for
object-oriented software parts and programming tools, including (1) entry of new competitors, (2) alliances among existing competitors and (3) consolidation in the software industry. Increased competition may result in price reductions, reduced
gross margins or loss of market share, any of which could materially adversely affect our business, operating results and financial condition. If we cannot compete successfully against current and future competitors or overcome competitive
pressures, our business, operating results and financial condition may be adversely affected.

We operate in an industry with rapidly changing technology and, if we do not
successfully modify our products to incorporate new technologies, they may become obsolete and sales will suffer.

The software market in which we compete is characterized by (1) rapid technological change, (2) frequent introductions of new products, (3) changing
customer needs and (4) evolving industry standards. To keep pace with technological developments, evolving industry standards and changing customer needs, we must support existing products and develop new products. We may not be successful in
developing, marketing and releasing new products or new versions of our products that respond to technological developments, evolving industry standards or changing customer requirements. We may also experience difficulties that could delay or
prevent the successful development, introduction and sale of these enhancements. In addition, these enhancements may not adequately meet the requirements of the marketplace and may not achieve any significant degree of market acceptance. If release
dates of any future products or enhancements are delayed, or if these products or enhancements fail to achieve market acceptance when released, our business, operating results and financial condition could be materially adversely affected. In
addition, new products or enhancements by our competitors may cause customers to defer or forgo purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Companys market risk exposure is the potential loss arising from changes in interest rates and its impact on short-term investments and foreign
currency exchange rate fluctuations.

As of June 30, 2002, the Company had short-term investments of
$17.5 million, which are classified as held to maturity. All investments had maturities of less than 360 days when acquired. Short-term investments consist primarily of highly rated credit and highly liquid corporate notes and commercial paper. A
reasonable reduction in overall interest rates would not have a material effect on the fair value of the investments or the financial position of the Company.

Exposure to variability in foreign currency exchange rates is managed primarily through the use of natural hedges, whereby funding obligations and assets
are both managed in the local currency. In addition, the Company will from time to time enter into foreign currency exchange agreements to manage its exposure arising from fluctuating exchange rates, primarily in the Euro. The Company does not enter
into any derivative transactions for speculative purposes. The sensitivity of earnings and cash flows to variability in exchange rates is assessed by a appropriate range of potential rate fluctuations that the Company believes to be appropriate to
the Companys assets, obligations and projected results of operations denominated in foreign currencies. Based on the Companys overall foreign currency rate exposure at June 30, 2002, movements in foreign currency rates would not
materially affect the financial position of the Company. At June 30, 2002, the Company had outstanding short-term forward exchange contracts to exchange Euros for U.S. dollars in the amount of $909,000. See Note 8 of Notes to Condensed Consolidated
Financial Statements.



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##### Table of Contents

PART II  OTHER INFORMATION

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

|EXHIBIT NUMBER | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                          
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                  
|2.1(1)         | Agreement and Plan of Reorganization between Registrant, Inmark Development Corporation and RW Acquisitions, Inc., dated as of September 19, 1995.                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                  
|2.2(2)         | Agreement and Plan of Merger between the Registrant and Rogue Wave Software, Inc., an Oregon corporation, dated as of November 21, 1996.                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                                  
|2.3(3)         | Agreement and Plan of Merger and Reorganization among Rogue Wave Software, Inc., a Delaware corporation, SR Acquisition Corp., a North Carolina corporation, Stingray Software, Inc.,
a North Carolina corporation and the shareholders of Stingray Software, Inc., dated as of January 19, 1998.
|               |                                                                                                                                                                                                                                                                                                  
|2.4(4)         | Articles of Merger and Plan of Merger dated February 27, 1998 filed with the Secretary of State of North Carolina on February 27, 1998.                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                                                  
|2.5(6)         | Agreement and Plan of Merger and Reorganization among Rogue Wave Software, Inc., a Delaware corporation, NN Acquisition Corp., a Delaware corporation, NobleNet, Inc., a Delaware
corporation and Steve Lemmo, as agent for the stockholders of NobleNet, dated as of February 11, 1999.         
|               |                                                                                                                                                                                                                                                                                                  
|2.6(6)         | Certificate of Merger and Plan of Merger dated March 1, 1998, filed with the Secretary of State of the State of Delaware on March 1, 1999.                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                                  
|3.1(2)         | Amended and Restated Certificate of Incorporation.                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                  
|3.2(1)         | Bylaws.                                                                                                                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                                                  
|4.1(1)         | Reference is made to Exhibits 3.1 and 3.2.                                                                                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                                  
|4.2(1)         | Specimen Stock Certificate.                                                                                                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                                                                                  
|4.3(1)         | Amended and Restated Investors Rights Agreement between the Registrant and certain investors, dated November 10, 1995, as amended June 27, 1996.                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                                  
|4.4(5)         | Form of Registration Rights Agreement between Rogue Wave Software, Inc. and the former shareholders of Stingray Software, Inc. and the former shareholders of Stingray Software,
Inc.                                                                                                            
|               |                                                                                                                                                                                                                                                                                                  
|10.1(8)        | 1996 Equity Incentive Plan.                                                                                                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                                                                                  
|10.2(9)        | Amended and Restated Employee Stock Purchase Plan, dated June 6, 1996, as amended January 25, 2000.                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                                  

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|10.3(1)   | Form of Indemnity Agreement to be entered into between the Registrant and its officers and directors.
|--------- | -----------------------------------------------------------------------------------------------------
|          |                                                                                                      
|10.4(1)   | Lease Agreement between Registrant and the State of Oregon, dated May 1, 1996.                       
|          |                                                                                                      
|10.5(1)   | Lease Agreement between the Registrant and the Landmark, dated April 22, 1996.                       
|          |                                                                                                      
|10.6(7)   | Home Loan Agreement between Registrant and Michael Scally, dated January 7, 1998.                    
|          |                                                                                                      
|10.7(7)   | Home Loan Agreement between Registrant and Robert Holburn, dated February 2, 1998.                   
|          |                                                                                                      
|10.8(10)  | Separation & Release Agreement between Registrant and Michael Ernst, dated November 15, 1999.        
|          |                                                                                                      
|10.9(10)  | Separation & Release Agreement between Registrant and Robert Holburn, dated January 3, 2000.         
|          |                                                                                                      
|10.10(10) | Separation & Release Agreement between Registrant and Michael Foreman, dated May 1, 2000.            
|          |                                                                                                      
|10.11(10) | Separation & Release Agreement between Registrant and Harold Julsen, dated December 6, 2000.         
|          |                                                                                                      
|10.12(10) | 1997 Equity Incentive Plan, as amended on January 18, 2001.                                          
|          |                                                                                                      
|10.13(11) | Separation & Release Agreement between Registrant and John D. Iacobucci, dated October 9, 2001.      
|          |                                                                                                      
|10.14(12) | Separation & Release Agreement between Registrant and James M. Smith, dated January 7, 2002.         
|          |                                                                                                      
|10.15(13) | Home Loan Agreement between Registrant and John Floisand, dated June 5, 2002.                        
|          |                                                                                                      
|10.16(13) | Separation & Release Agreement between Registrant and David A. Rice, dated April 25, 2002.           
|          |                                                                                                      
|99.1(13)  | Certification of John Floisand.                                                                      
|          |                                                                                                      
|99.2(13)  | Certification of Merle A. Waterman.                                                                  
|          |                                                                                                      

---

|(1) |  | Filed as an Exhibit to the Registrants Registration Statement on Form SB-2, as amended (No. 333-13517).      
|--- |  | --------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                               
|(2) |  | Filed as an Exhibit to the Registrants quarterly report on Form 10-Q for the quarter ended December 31, 1996.
|    |  |                                                                                                               
|(3) |  | Filed as Exhibit 2.1 to the Registrants Form 8-K dated February 27, 1998, and filed on March 9, 1998.        
|    |  |                                                                                                               

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|(4)  |  | Filed as Exhibit 2.2 to the Registrants Form 8-K dated February 27, 1998, and filed on March 9, 1998.        
|---- |  | --------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                               
|(5)  |  | Filed as Exhibit 4.1 to the Registrants Form 8-K dated February 27, 1998, and filed on March 9, 1998.        
|     |  |                                                                                                               
|(6)  |  | Filed as an Exhibit to the Registrants Form 8-K dated March 1, 1999 and filed on March 9, 1999.              
|     |  |                                                                                                               
|(7)  |  | Filed as an Exhibit to the Registrants annual report on Form 10-K for the year ended September 30, 1998.     
|     |  |                                                                                                               
|(8)  |  | Filed as an Exhibit to the Registrants Proxy Statement on Schedule 14A and filed on December 10, 1998.       
|     |  |                                                                                                               
|(9)  |  | Filed as an Exhibit to the Registrants quarterly report on Form 10-Q for the quarter ended December 31, 1999.
|     |  |                                                                                                               
|(10) |  | Filed as an Exhibit to the Registrants quarterly report on Form 10-Q for the quarter ended December 31, 2000.
|     |  |                                                                                                               
|(11) |  | Filed as an Exhibit to the Registrants quarterly report on Form 10-Q for the quarter ended December 31, 2001.
|     |  |                                                                                                               
|(12) |  | Filed as an Exhibit to the Registrants quarterly report on Form 10-Q for the quarter ended March 31, 2002.   
|     |  |                                                                                                               
|(13) |  | Filed herewith.                                                                                               

Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.

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SIGNATURES

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

|                         |                                        
|------------------------ | ---------------------------------------
|                         | ROGUE WAVE SOFTWARE, INC.              
|                         | (Registrant)                           
|                         |                                        
|                         |                                        
|Date:    August 14, 2002 | /s/ Merle
A.Waterman                   
|                         | MERLE A. WATERMAN                      
|                         | VICE PRESIDENT, CHIEF FINANCIAL OFFICER
|                         | AND SECRETARY                          
|                         |                                        
|                         |                                        

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