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

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

|/X/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2001

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 of 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 /X/    No / /

As
of October 11, 2001 there were 29,707,207 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 August 31, 2001, to include as an exhibit
the Sales Alliance Agreement dated June 28, 2001
between CorpSoft, Inc. and Intraware. We are seeking confidential treatment from the Securities and Exchange Commission for certain portions of the agreement, which portions have been redacted.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



Exhibit
Number


Description3(i).1(1)


Restated Certificate of Incorporation.3(i).2(1)


Certificate of Elimination of Series B Certificate of Designations, Preferences and Rights.3(i).3(1)


Series B-1 Certificate of Designations, Preferences and Rights.3(ii)(1)


Amended and Restated Bylaws.4.1(1)


Form of Promissory Note.4.2(1)


Form of Warrant.4.3(1)


Security Agreement, dated August 31, 2001 by and among Intraware, Inc., the placement agent for the offering of the promissory notes, and the investors named therein.4.4(1)


Exchange Agreement, dated August 31, 2001 by and among Intraware, Inc. and the investors named therein.4.5(1)


Registration Rights Agreement, dated August 31, 2001 by and among Intraware, Inc. and the investors named therein.10.31
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Sales Alliance Agreement dated June 28, 2001 between CorpSoft, Inc. and Intraware, Inc.10.33(1)


Form of Subscription Agreement, dated August 31, 2001 by and among Intraware, Inc. and the investors.10.34(1)


Placement Agency Agreement, dated August 31, 2001 by and between Intraware, Inc. and the placement agent for the offering of the promissory notes.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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None.

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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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