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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A(Amendment No. 1)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2002

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM  TO

Commission file number 000-25249

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INTRAWARE, INC.(Exact name of Registrant as specified in its charter)

DELAWARE(State or other jurisdiction of
incorporation or organization)

68-0389976(I.R.S. Employer
Identification Number)


25 ORINDA WAY
ORINDA, CA 94563(Address of principal executive offices)

(925) 253-4500(Registrant's telephone number, including area code)

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

As
of July 1, 2002 there were 45,005,595 shares of the registrant's Common Stock outstanding.

Explanatory Note

Intraware is filing this Amendment to its Quarterly Report on Form 10-Q for the quarter ended May 31, 2002, to delete from the list of
exhibits the Intraware Services Agreement effective as of July 1, 2002 between Sun Microsystems, Inc. and Intraware. We are deleting this agreement from the list of exhibits because we
have determined that it was not at the time we filed the original Quarterly Report on Form 10-Q, and is not currently, a material contract under applicable Securities and Exchange
Commission rules.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|2.1(1)  |  | Asset Purchase Agreement, dated as of May 15, 2002, by and between Intraware, Inc. and Computer Associates International, Inc.                
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|4.1(2)  |  | Warrant Agreement dated May 24, 2002 between Intraware, Inc. and Commonwealth Associates, L.P. and Form of Investor Warrant Certificate.      
|4.2(2)  |  | Form of Placement Agent Warrant with $1.00 exercise price.                                                                                    
|4.3(2)  |  | Form of Placement Agent Warrant with $1.19 exercise price.                                                                                    
|4.4(2)  |  | Registration Rights Agreement, dated May 24, 2002 by and among Intraware, Inc., Commonwealth Associates, L.P. and the investors named therein.
|10.1(2) |  | Form of Subscription Agreement, dated May 24, 2002 by and among Intraware, Inc. and the investors.                                            
|10.2(2) |  | Placement Agency Agreement, dated May 10, 2002 by and between Intraware, Inc. and Commonwealth Associates, L.P.                               
|99.1    |  | Certifications pursuant to 18 U.S.C. Section 1350, As Adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.                      

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SIGNATURE

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

|                     |  | INTRAWARE, INC.
|-------------------- |  | ---------------
|Dated: June 12, 2003 |  | By:            

Chief Executive Officer Certification

I, Peter H. Jackson, President and Chief Executive Officer of Intraware, Inc., certify that:

Dated:
June 12, 2003

|/s/PETER H. JACKSONPeter H. Jackson President and Chief Executive Officer
of Intraware, Inc.
(Principal Executive Officer) |  | 
|-------------------------------------------------------------------------------------------------------------------------- |  | 

Chief Financial Officer Certification

I, Wendy A. Nieto, Chief Financial Officer and Senior Vice President of Finance of Intraware, Inc., certify that:

Dated:
June 12, 2003

|/s/WENDY A. NIETOWendy A. Nieto Chief Financial Officer and Senior Vice
President of Finance of Intraware, Inc.
(Principal Financial Officer) |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | 

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