<PAGE>


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 31, 2006

                        COMMISSION FILE NUMBER 000-21129


                                   AWARE, INC.
                                   -----------
             (Exact Name of Registrant as Specified in Its Charter)


                  MASSACHUSETTS                        04-2911026
                  -------------                        ----------
             (State or Other Jurisdiction of         (I.R.S. Employer
             ncorporation or Organization)           Identification No.)


              40 MIDDLESEX TURNPIKE, BEDFORD, MASSACHUSETTS, 01730
              ----------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (781) 276-4000
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Indicate by check 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 ___

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

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


Indicate the number of shares outstanding of the issuer's common stock as of
April 28, 2006:

                  CLASS                             NUMBER OF SHARES OUTSTANDING
                  -----                             ----------------------------
Common Stock, par value $0.01 per share                    23,379,046 shares

================================================================================
<PAGE>


                                   AWARE, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2006

                                TABLE OF CONTENTS
                                                                        PAGE
PART I   FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheets as of
          March 31, 2006 and December 31, 2005......................      3

          Consolidated Statements of Operations for the
          Three Months Ended March 31, 2006
          and March 31, 2005........................................      4

          Consolidated Statements of Cash Flows for the
          Three Months Ended March 31, 2006
          and March 31, 2005........................................      5

          Notes to Consolidated Financial Statements................      6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.......................     12

Item 3.   Quantitative and Qualitative Disclosures about
          Market Risk...............................................     15

Item 4.   Controls and Procedures...................................     16

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings..........................................     16

Item 1A. Risk Factors...............................................     16


Item 6.  Exhibits ..................................................     25

         Signatures.................................................     25


<PAGE>


                          PART I. FINANCIAL INFORMATION
                    ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
                                   AWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           MARCH 31, DECEMBER 31,
                                                                             2006       2005
                                                                           --------    --------
                                     ASSETS
<S>                                                                        <C>         <C>
Current assets:
     Cash and cash equivalents .........................................   $ 16,816    $ 13,068
     Short-term investments ............................................     21,919      23,695
     Accounts receivable, net ..........................................      3,250       3,749
     Inventories .......................................................        343          86
     Prepaid expenses and other current assets .........................        547         764
                                                                           --------    --------
           Total current assets ........................................     42,875      41,362
                                                                           --------    --------

Property and equipment, net ............................................      8,011       8,075
Other assets, net ......................................................        288         304
                                                                           --------    --------
           Total assets ................................................   $ 51,174    $ 49,741
                                                                           ========    ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable ..................................................   $    316    $    607
     Accrued expenses ..................................................        195         159
     Accrued compensation ..............................................      1,065         722
     Accrued professional ..............................................        144         212
     Deferred revenue ..................................................        668         538
                                                                           --------    --------
             Total current liabilities .................................      2,388       2,238
                                                                           --------    --------

Stockholders' equity:
      Preferred stock, $1.00 par value; 1,000,000 shares authorized,
             none outstanding ..........................................       --          --
      Common stock, $.01 par value; 70,000,000 shares authorized; issued
             and outstanding, 23,374,671 in 2006 and 23,281,575 in 2005         234         233
      Additional paid-in capital .......................................     79,853      79,093
      Accumulated deficit ..............................................    (31,301)    (31,823)
                                                                           --------    --------
             Total stockholders' equity ................................     48,786      47,503
                                                                           --------    --------

             Total liabilities and stockholders' equity ................   $ 51,174    $ 49,741
                                                                           ========    ========
</TABLE>




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

                                       3
<PAGE>

                                   AWARE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

                                                   THREE MONTHS ENDED
                                                       MARCH 31,
                                                  -------------------
                                                   2006        2005
                                                  --------   --------


Revenue:
    Product sales .............................   $  1,718   $    961
    Contract revenue ..........................      3,692      2,163
    Royalties .................................        724      1,100
                                                  --------   --------
        Total revenue .........................      6,134      4,224

Costs and expenses:
    Cost of product sales .....................        152         60
    Cost of contract revenue ..................      1,246        840
    Research and development ..................      2,790      2,553
    Selling and marketing .....................        814        633
    General and administrative ................      1,004        669
                                                  --------   --------
         Total costs and expenses .............      6,006      4,755

Income (loss) from operations .................        128       (531)
Interest income ...............................        394        217
                                                  --------   --------

Income (loss) before provision for income taxes        522       (314)
Provision for income taxes ....................       --         --
                                                  --------   --------

Net income (loss) .............................   $    522   ($   314)
                                                  ========   ========

Net income (loss) per share - basic ...........   $   0.02   ($  0.01)
Net income (loss) per share - diluted .........   $   0.02   ($  0.01)

Weighted average shares - basic ...............     23,307     22,943
Weighted average shares - diluted .............     24,840     22,943



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


                                       4
<PAGE>



                                   AWARE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
                                                                    --------------------
                                                                      2006        2005
                                                                    --------    --------
<S>                                                                 <C>         <C>
Cash flows from operating activities:
   Net income (loss) ............................................   $    522    ($   314)
   Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
    Depreciation and amortization ...............................        157         150
    Stock based compensation ....................................        497        --
      Increase (decrease) from changes in assets and liabilities:
         Accounts receivable ....................................        499        (244)
         Inventories ............................................       (257)         19
         Prepaid expenses .......................................        217         (81)
         Accounts payable .......................................       (291)        201
         Accrued expenses .......................................        311         193
         Deferred revenue .......................................        130         457
                                                                    --------    --------
            Net cash provided by operating activities ...........      1,785         381
                                                                    --------    --------

Cash flows from investing activities:
    Purchases of property and equipment .........................        (77)        (59)
    Sales of investments ........................................      6,722       8,309
    Purchases of investments ....................................     (4,946)     (6,368)
                                                                    --------    --------
            Net cash provided by investing activities ...........      1,699       1,882
                                                                    --------    --------

Cash flows from financing activities:
     Proceeds from issuance of common stock .....................        264         249
                                                                    --------    --------
            Net cash provided by financing activities ...........        264         249
                                                                    --------    --------

Increase in cash and cash equivalents ...........................      3,748       2,512
Cash and cash equivalents, beginning of period ..................     13,068       7,482
                                                                    --------    --------

Cash and cash equivalents, end of period ........................   $ 16,816    $  9,994
                                                                    ========    ========
</TABLE>





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



                                       5
<PAGE>




                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


A)       BASIS OF PRESENTATION

         The accompanying unaudited consolidated balance sheet, statements of
         operations, and statements of cash flows reflect all adjustments
         (consisting only of normal recurring items) which are, in the opinion
         of management, necessary for a fair presentation of financial position
         at March 31, 2006, and of operations and cash flows for the interim
         periods ended March 31, 2006 and 2005.

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with the instructions for Form 10-Q and
         therefore do not include all information and footnotes necessary for a
         complete presentation of our financial position, results of operations
         and cash flows, in conformity with generally accepted accounting
         principles. We filed audited financial statements which included all
         information and footnotes necessary for such presentation for the three
         years ended December 31, 2005 in conjunction with our 2005 Annual
         Report on Form 10-K.

         The results of operations for the interim period ended March 31, 2006
         are not necessarily indicative of the results to be expected for the
         year.


B)       INVENTORY

         Inventory consists primarily of the following (in thousands):

                                            MARCH 31,     DECEMBER 31,
                                               2006            2005
                                           ------------   -------------
               Raw materials...............      $343             $86
                                           ============   =============


C)       COMPUTATION OF EARNINGS PER SHARE

         Basic earnings per share is computed by dividing net income or loss by
         the weighted average number of common shares outstanding. Diluted
         earnings per share is computed by dividing net income or loss by the
         weighted average number of common shares outstanding plus additional
         common shares that would have been outstanding if dilutive potential
         common shares had been issued. For the purposes of this calculation,
         stock options are considered common stock equivalents in periods in
         which they have a dilutive effect. Stock options that are anti-dilutive
         are excluded from the calculation.




                                       6
<PAGE>


         Net income or loss per share is calculated as follows (in thousands,
except per share data):

                                               THREE MONTHS ENDED
                                                    MARCH 31,
                                               ------------------
                                                 2006       2005
                                               --------   --------

Net income (loss) ..........................   $    522   ($   314)

Weighted average common shares outstanding .     23,307     22,943
Additional dilutive common stock equivalents      1,533       --
                                               --------   --------
Diluted shares outstanding .................     24,840     22,943
                                               ========   ========

Net income (loss) per share - basic ........   $   0.02   ($  0.01)
Net income (loss) per share - diluted ......   $   0.02   ($  0.01)


         For the three month period ended March 31, 2005 potential common stock
         equivalents of 1,709,750 were not included in the per share calculation
         for diluted EPS, because we had a net loss and the effect of their
         inclusion would be anti-dilutive. For the three month periods ended
         March 31, 2006 and 2005, options to purchase 2,467,673 and 1,880,917
         shares of common stock, respectively, were outstanding, but were not
         included in the computation of diluted EPS because the options'
         exercise prices were greater than the average market price of the
         common stock and thus would be anti-dilutive.


D)       STOCK-BASED COMPENSATION


         Effective January 1, 2006, the Company adopted the provisions of
         Statement of Financial Accounting Standards 123(R), "Share-Based
         Payment," ("SFAS 123(R)"), which establishes accounting for equity
         instruments exchanged for employee services. Under the provisions of
         SFAS 123(R), stock-based compensation cost is measured at the grant
         date, based on the fair value of the award, and is recognized as an
         expense over the employee's requisite service period (generally the
         vesting period of the equity award). Prior to January 1, 2006, the
         Company accounted for share-based compensation to employees in
         accordance with Accounting Principles Board Opinion No. 25, "Accounting
         for Stock Issued to Employees," ("APB 25") and related interpretations.
         The Company also followed the disclosure requirements of Statement of
         Financial Accounting Standards No. 123, "Accounting for Stock-Based
         Compensation" ("SFAS 123"). The Company elected to adopt the modified
         prospective transition method as provided by SFAS 123(R) and,
         accordingly, financial statement amounts for the prior periods
         presented in this Form 10-Q have not been restated to reflect the fair
         value method of expensing stock-based compensation.

         FIXED STOCK OPTION PLANS - We have three fixed option plans. Under the
         1990 Incentive and Nonstatutory Stock Option Plan ("1990 Plan"), we may
         grant incentive stock options or nonqualified stock options to our
         employees and directors for up to 2,873,002 shares of common stock.
         Under the 1996 Stock Option Plan ("1996 Plan"), we may grant incentive
         stock options or nonqualified stock options to our employees and
         directors for up to 6,100,000 shares of common stock. Under the 2001
         Nonqualified



                                       7
<PAGE>


        Stock Plan ("2001 Plan"), we may grant nonqualified stock options or
        stock awards to our employees and directors for up to 8,000,000 shares
        of common stock. Under all three plans, options are granted at an
        exercise price as determined by the Board of Directors and have terms
        ranging from four to a maximum of ten years. Our options generally vest
        over three to five years, although we have granted options that are 50%
        or fully vested on the date of grant. As of March 31, 2006, there were
        5,225,346 shares available for grant under the 2001 Plan, 95,774 shares
        available for grant under the 1996 Plan, and no shares available under
        the 1990 Plan.


         Employee Stock Purchase Plan - In June 1996, we adopted an Employee
         Stock Purchase Plan (the "ESPP Plan") under which eligible employees
         could purchase common stock at a price equal to 85% of the lower of the
         fair market value of the common stock at the beginning or end of each
         six-month offering period. On November 29, 2005 we amended the ESPP
         Plan to provide that eligible employees may purchase common stock at a
         price equal to 95% of the fair market value of the common stock as of
         the end of each six-month offering period. Participation in the ESPP
         Plan is limited to 6% of an employee's compensation, may be terminated
         at any time by the employee and automatically ends on termination of
         employment. A total of 350,000 shares of common stock have been
         reserved for issuance. As of March 31, 2006 there were 139,807 shares
         available for future issuance under the ESPP Plan. During the three
         months ended March 31, 2006 no common shares were issued under the ESPP
         Plan.

         The following table presents stock-based employee compensation expenses
         included in the Company's unaudited condensed consolidated statements
         of operations (in thousands):

                                            THREE MONTHS ENDED
                                              MARCH 31, 2006
                                            ------------------

          Cost of product sales ..........     $     3
          Cost of contract revenue .......          64
          Research and development .......         149
          Selling and marketing ..........          68
          General and administrative .....         213
                                               -------
          Stock-based compensation expense      $  497
                                               -------


         As a result of adopting SFAS 123(R), the Company's net income for the
         quarter ended March 31, 2006, was $497,000 lower than if it had
         continued to account for stock-based compensation under APB 25. Basic
         and diluted earnings per share for the quarter ended March 31, 2006 was
         also lower by $0.02 due to the adoption of SFAS 123(R).

         The Company estimates the fair value of stock options using the
         Black-Scholes valuation model. This valuation model takes into account
         the exercise price of the award, as well as a variety of significant
         assumptions. These assumptions used to estimate the fair value of stock
         options include the expected term, the expected volatility of the
         Company's stock over the expected term, the risk-free interest rate
         over the expected term, and the Company's expected annual dividend
         yield. The Company believes that the valuation technique and the
         approach utilized to develop the underlying assumptions are appropriate
         in calculating the fair values of the Company's stock options granted
         in the three months ended March 31, 2006. Estimates of fair value are
         not intended to predict



                                       8
<PAGE>


        actual future events or the value ultimately realized by persons who
        receive equity awards.

        Assumptions used to determine the fair value of options granted during
        the three months ended March 31, 2006, using the Black-Scholes valuation
        model were:

                                                         THREE MONTHS ENDED
                                                           MARCH 31, 2006
                                                         ------------------

           Expected term(1)                                     3.25 years
           Expected volatility factor(2)                                67%
           Risk-free interest rate(3)                                 4.47%
           Expected annual dividend yield                               --

         -----------------------------------------------------------------------

        (1)     The expected term for each grant was determined as the midpoint
                between the vesting date and the end of the contractual term,
                also known as the "simplified method" for estimating the
                expected term described by Staff Accounting Bulletin No. 107
                ("SAB 107").

        (2)     The expected volatility for each grant is estimated based on an
                average of historical volatility for a period equal to the
                expected term of the stock option.

        (3)     The risk-free interest rate for each grant is based on the U.S.
                Treasury yield curve in effect at the time of grant for a period
                equal to the expected term of the stock option.


        There is no stock-based compensation expense related to the Company's
        Employee Stock Purchase Plan because it is not considered a compensatory
        plan. The plan does not have a look-back feature, and has a minimal
        discount of 5% of the fair market value of the common stock as of the
        end of each six-month offering period.

        Prior to January 1, 2006, the Company accounted for stock-based
        compensation to employees in accordance with APB 25. The Company also
        had previously adopted the provisions of SFAS 123, which required
        disclosure only of stock-based compensation and its impact on net loss
        and net loss per share. The following table illustrates the effects on
        net loss and net loss per share for the three months ended March 31,
        2005 as if the Company had applied the fair value recognition provisions
        of SFAS 123 to stock-based employee awards (in thousands):

                                                            THREE MONTHS ENDED
                                                              MARCH 31, 2005
                                                            ------------------

        Net loss as reported                                     $  (314)
        Add: Stock-based employee compensation expense                --
             included in net loss
        Less: Total stock-based employee compensation
              expense determined included in net loss
              under the fair value method                          (7,736)
                                                                   -------
        Pro forma net loss                                        $(8,050)
        Net loss per share:
        Basic and diluted -- as reported                          $ (0.01)
        Basic and diluted -- pro-forma                            $ (0.35)


                                       9
<PAGE>


In determining the stock-based compensation expense to be disclosed under SFAS
123, the Company was required to estimate the fair value of stock awards granted
to employees using a Black-Scholes valuation model. However, differences between
the requirements of SFAS 123(R) and SFAS 123 resulted in a different set of
assumptions determined by the Company to be used in its valuation model.
Assumptions used to determine the fair value of options granted under SFAS 123
during the three months ended March 31, 2005 were:

                                               THREE MONTHS ENDED
                                                 MARCH 31, 2005
                                               ------------------

          Expected term                               5 years
          Volatility                                      87%
          Risk-free interest rate                       3.88%
          Dividend yield                                  --


     The Company issues common stock from previously authorized but unissued
     shares to satisfy option exercises and purchases under the Company's
     Employee Stock Purchase Plan.

     A summary of the Company's stock option activity for the three months ended
March 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                   WEIGHTED
                                                                                   AVERAGE
                                                                                  REMAINING
                                                                   WEIGHTED       CONTRACTUAL
                                                NUMBER OF          AVERAGE         TERM (IN
                                                 OPTIONS        EXERCISE PRICE      YEARS)
                                             ------------------ ---------------  -------------

<S>                                                  <C>                <C>             <C>
       Outstanding, December 31, 2005                6,284,606          $ 4.73
       Granted                                         101,000            5.56
       Exercised                                       (93,096)           2.84
       Cancelled                                       (64,423)           9.23
                                             ------------------ ---------------  -------------
       Outstanding, March 31, 2006                   6,228,087           $4.72           7.67
                                             ------------------ ---------------  -------------
       Exercisable at March 31, 2006                 5,602,340           $4.73           7.76
</TABLE>


     All options granted during the three months ended March 31, 2006 and 2005
     were granted with exercise prices equal to the fair market value of the
     Company's common stock on the grant date and had weighted average grant
     date fair values of $2.74 and $6.08, respectively.

     At March 31, 2006, the aggregate intrinsic value of options outstanding and
     options exercisable was $10,041,000 and $9,237,000, respectively. The
     intrinsic value of a stock option is the amount by which the market value
     of the underlying stock exceeds the exercise price of the option.

     The aggregate intrinsic value of options exercised during the three months
ended March 31, 2006 was $275,000.



                                       10
<PAGE>





     The following table summarizes the stock options outstanding at March 31,
2006:


<TABLE>
<CAPTION>
                                        OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
                        ----------------------------------------------------- -------------------------
                                          WEIGHTED    WEIGHTED AVERAGE                      WEIGHTED
       EXERCISE                            AVERAGE       REMAINING                          AVERAGE
       PRICE                              EXERCISE       CONTRACTUAL                         EXERCISE
       RANGE              NUMBER           PRICE      TERM (IN YEARS)          NUMBER        PRICE
<S>    <C>   <C>         <C>          <C>                   <C>              <C>         <C>
       $0 to $5          3,822,170    $     3.17            7.71             3,535,249   $   3.18
       $5 to $10         2,317,250          6.13            7.79             1,978,424       6.14
       $10 to $20            2,417         12.75            1.14                 2,417      12.75
       $20 to $30           16,750         20.38            4.55                16,750      20.38
       $30 to $40           45,000         33.56            3.21                45,000      33.56
       $40 to $50           14,500         44.02            3.96                14,500      44.02
       $50 to $70           10,000         58.06            3.51                10,000      58.06
                         ----------                                          ---------
                         6,228,087    $     4.73            7.68             5,602,340   $   4.73
                        -----------                                          ---------
</TABLE>


        At March 31, 2006, unrecognized compensation expense related to
        non-vested stock options was $1,590,000 which is expected to be
        recognized over a weighted average period of 1.3 years.


E)      BUSINESS SEGMENTS

        The Company organizes itself as one segment and conducts its operations
        in the United States.

        The Company sells its products and technology to domestic and
        international customers. Revenues were generated from the following
        geographic regions (in thousands):

                                     THREE MONTHS ENDED
                                         MARCH 31,
                                      ---------------
                                        2006   2005
                                      ------   ------

     United States..............      $4,476   $2,025
     Germany ...................       1,266    1,180
     Rest of World..............         392    1,019
                                      ------   ------
                                      $6,134   $4,224
                                      ======   ======


F)   RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes
     and Error Corrections, a replacement of APB Opinion No. 20, Accounting
     Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim
     Financial Statements" ("FAS 154"). FAS 154 provides guidance on the
     accounting for and reporting of accounting changes and error corrections.
     It establishes, unless impracticable, retrospective application as the
     required method for reporting a change in accounting principle in the
     absence of explicit transition requirements specific to the newly adopted
     accounting principle. FAS 154 also provides guidance for determining
     whether retrospective application of a change in accounting principle is
     impracticable and for reporting a change when retrospective application is
     impracticable. The provisions of this Statement are effective for
     accounting changes and corrections of errors made in fiscal periods
     beginning after December 15, 2005. The adoption of the provisions of FAS
     154 is not expected to have a material impact on the Company's financial
     position or results of operations.

                                       11
<PAGE>



                                     ITEM 2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

SOME OF THE INFORMATION IN THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. YOU CAN IDENTIFY THESE
STATEMENTS BY FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "EXPECT,"
"ANTICIPATE," "BELIEVE," "ESTIMATE," "CONTINUE" AND SIMILAR WORDS. YOU SHOULD
READ STATEMENTS THAT CONTAIN THESE WORDS CAREFULLY BECAUSE THEY: (1) DISCUSS OUR
FUTURE EXPECTATIONS; (2) CONTAIN PROJECTIONS OF OUR FUTURE OPERATING RESULTS OR
FINANCIAL CONDITION; OR (3) STATE OTHER "FORWARD-LOOKING" INFORMATION. HOWEVER,
WE MAY NOT BE ABLE TO PREDICT FUTURE EVENTS ACCURATELY. THE RISK FACTORS LISTED
IN THIS SECTION, AS WELL AS ANY CAUTIONARY LANGUAGE IN THIS FORM 10-Q, PROVIDE
EXAMPLES OF RISKS, UNCERTAINTIES AND EVENTS THAT MAY CAUSE OUR ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING
STATEMENTS. YOU SHOULD BE AWARE THAT THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN THESE RISK FACTORS AND ELSEWHERE IN THIS FORM 10-Q COULD MATERIALLY
AND ADVERSELY AFFECT OUR BUSINESS.


RESULTS OF OPERATIONS

         PRODUCT SALES. Product sales consist primarily of revenue from the sale
of hardware and software products. Hardware products include ADSL test and
development systems, modules, and modems. Software products consist of standard
off-the-shelf software products for biometric, medical imaging and digital
imaging applications, as well as DSL test and diagnostics software.

Product sales increased 79% from $1.0 million in the first quarter of 2005 to
$1.7 million in the current year quarter. As a percentage of total revenue,
product sales increased from 23% in the first quarter of 2005 to 28% in the
current year quarter. The dollar increase was due to a $0.7 million increase in
revenue from the sale of software products.

         CONTRACT REVENUE. Contract revenue consists primarily of license and
engineering service fees that we receive under agreements with our customers to
develop DSL (including ADSL2, ADSL2plus or VDSL2) chipsets.

Contract revenue increased 71% from $2.2 million in the first quarter of 2005 to
$3.7 million in the current year quarter. As a percentage of total revenue,
contract revenue increased from 51% in the first quarter of 2005 to 60% in the
current year quarter. The dollar increase was due to $2.0 million recognized
from the transfer of certain technology licenses as a result of the acquisition
of a customers' business, partially offset by a decrease of $0.5 million
associated with the delivery of licensed technology and engineering services.

While we believe that the transition to ADSL2plus technology in the ADSL
industry and the recent establishment of a VDSL2 standard by the International
Telecommunications Union increase the value proposition of our technology, both
existing and prospective ADSL chipset licensees have continued to be reluctant
to begin new development projects given: (i) generally weak worldwide economic
conditions, (ii) a difficult and uncertain environment in the semiconductor and
telecommunications industries, and (iii) intense ADSL chipset competition



                                       12
<PAGE>

and falling chipset prices. During the last several years, customers and
potential customers cautiously evaluated new chipset projects or delayed or
cancelled projects in the face of such conditions.


         ROYALTIES. Royalties consist of royalty payments that we receive under
licensing agreements. We receive royalties from customers for the right to use
our technology in their chipsets or solutions.

Royalties decreased 34% from $1.1 million in the first quarter of 2005 to $0.7
million in the current year quarter. As a percentage of total revenue, royalties
decreased from 26% in the first quarter of 2005 to 12% in the current year
quarter. The dollar decrease in royalty revenues was a result of reduced chipset
sales by our customers.

Our royalty revenue comes predominantly from ADSL chipset sales by Analog
Devices, Inc. ("ADI"), and Infineon Technologies AG ("Infineon"). On February
17, 2006, Analog Devices, Inc. ("ADI") sold its ADSL business relating to Aware
technology to Ikanos Communications, Inc. ("Ikanos") and Ikanos has replaced ADI
as an Aware licensee. Despite steady growth of worldwide ADSL subscribers over
the last several years, the availability of ADSL chipsets from a number of
suppliers and intense competition among those suppliers has caused chipset
prices to steadily decline. We are uncertain how the transition to ADSL2plus and
VDSL2 will impact our customers in the near term, how quickly sales of our
customers' chipsets will increase and whether such increases will contribute
meaningful royalties to us.


         COST OF PRODUCT SALES. Since the cost of software product sales is
minimal, cost of product sales consists primarily of the cost of hardware
product sales. Cost of product sales increased 153% from $60,000 in the first
quarter of 2005 to $152,000 in the current year quarter. As a percentage of
product sales, cost of product sales increased from 6% in the first quarter of
2005 to 9% in the current year quarter. This percentage and dollar increases
were primarily due to an increase in hardware manufacturing and period costs
related to new hardware products. The dollar increase in product margin was
primarily due to a larger proportion of software sales in the product sales
revenue mix.


         COST OF CONTRACT REVENUE. Cost of contract revenue consists primarily
of compensation costs for engineers and expenses for consultants, technology
licensing fees, recruiting, supplies, equipment, depreciation and facilities
associated with customer development projects. Our total engineering costs are
allocated between cost of contract revenue and research and development expense.
In a given period, the allocation of engineering costs between cost of contract
revenue and research and development is a function of the level of effort
expended on each.

Cost of contract revenue increased 48% from $0.8 million in the first quarter of
2005 to $1.2 million in the current year quarter. As a percentage of contract
revenue, cost of contract revenue decreased from 39% in the first quarter of
2005 to 34% in the current year quarter. The dollar increase in cost of contract
revenue was primarily due to more customer projects in the three month period of
2006 as compared with 2005. Since our cost of contract revenue is based on the
level of effort we expend on customer projects and the number of customer
projects increased, cost of contract revenue increased as well. In addition,
$64,000 of the current quarter increase was from stock based compensation
expense.


                                       13
<PAGE>

         RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense
consists primarily of compensation costs for engineers and expenses for
consultants, recruiting, supplies, equipment, depreciation and facilities
related to engineering projects to improve our broadband intellectual property
offerings, as well as our software and hardware product technology.

Research and development expense increased 9% from $2.6 million in the first
quarter of 2005 to $2.8 million in the current year quarter. As a percentage of
total revenue, research and development expense decreased from 60% in the first
quarter of 2005 to 45% in the current year quarter. The dollar increase was from
$149,000 of stock based compensation expense and the remainder was from
increased compensation and fringe benefit cost. These increases were partially
offset by a shift of engineers to customer projects, where spending is
classified as cost of contract revenue. This shift occurred because we had more
customer projects in 2006 than in 2005.

Our research and development spending was principally focused on improving our
ADSL, ADSL2 and ADSL2plus StratiPHY2+(TM) technology and chips, developing and
improving our VDSL2 StratiPHY3 technology and chips, developing analog front-end
technology for DSL solutions, developing test and diagnostics hardware and
software and developing imaging and biometrics software.

         SELLING AND MARKETING EXPENSE. Selling and marketing expense consists
primarily of compensation costs for sales and marketing personnel, travel,
advertising and promotion, recruiting, and facilities expense. Sales and
marketing expense increased 29% in the current quarter compared with the
corresponding quarter of 2005, and was $0.6 million in the first quarter of 2005
and $0.8 million in the current year quarter. As a percentage of total revenue,
sales and marketing expense decreased from 15% in the first quarter of 2005 to
13% in the current year quarter due to higher revenues. For the three month
period, the dollar increase was mainly attributable to increased compensation
costs, and included $68,000 of stock based compensation expense.

         GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
consists primarily of compensation costs for administrative personnel, facility
costs, bad debt, audit, legal, stock exchange and insurance expenses. General
and administrative expenses increased 50% from $0.7 million in the first quarter
of 2005 to $1.0 million in the current year quarter. As a percentage of total
revenue, general and administrative expense increased slightly and was
approximately 16% in both the first quarter of 2005 and in the current year
quarter. For the three month period, the dollar increase was mainly attributable
to increased compensation costs, and included $213,000 of stock based
compensation expense.

         INTEREST INCOME. Interest income increased 82% from $217,000 in the
first quarter of 2005 to $394,000 in the current year quarter. For the three
month period, the dollar increase was due to higher interest rates earned on our
cash and investment balances.

         INCOME TAXES. We made no provision for income taxes in the first three
months of 2005 and 2006 due to net losses incurred. In 2002, we determined that
due to our continuing operating losses as well as the uncertainty of the timing
of profitability in future periods, we should fully reserve our deferred tax
assets. As of March 31, 2006, our deferred tax assets continue to be fully
reserved. We will continue to evaluate, on a quarterly basis, the positive and
negative evidence affecting the realizability of our deferred tax assets.


                                       14
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2006, we had cash, cash equivalents, and short-term investments of
$38.7 million, which represents an increase of $2.0 million from December 31,
2005. The increase was primarily due to $1.8 million of cash provided by
operations and $0.3 million of proceeds from the exercise of employee stock
options. These increases were partially offset by capital expenditures of $0.1
million.

Cash provided by operations in the first three months of 2006 was from net
income of $0.5 million adjusted for non-cash items related to depreciation and
amortization of $0.2 million, and stock based compensation expense of $0.5
million and working capital changes of $0.6 million. Capital spending was
primarily related to the purchase of computer hardware and software, and
laboratory equipment used principally in engineering activities.

Cash used in operations in the first three months of 2005 was primarily the
result of operating losses and working capital requirements. Capital spending
was primarily related to the purchase of computer hardware and software, and
laboratory equipment used principally in engineering activities.

While we can not assure you that we will not require additional financing, or
that such financing will be available to us, we believe that our cash, cash
equivalents and short-term investments will be sufficient to fund our operations
for at least the next twelve months.


RECENT ACCOUNTING PRONOUNCEMENTS

In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes and
Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements" ("FAS 154"). FAS 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. It establishes, unless
impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition
requirements specific to the newly adopted accounting principle. FAS 154 also
provides guidance for determining whether retrospective application of a change
in accounting principle is impracticable and for reporting a change when
retrospective application is impracticable. The provisions of this Statement are
effective for accounting changes and corrections of errors made in fiscal
periods beginning after December 15, 2005. The adoption of the provisions of FAS
154 is not expected to have a material impact on the Company's financial
position or results of operations.



                                     ITEM 3:
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Our exposure to market risk relates primarily to our investment portfolio, and
the effect that changes in interest rates would have on that portfolio. Our
investment portfolio has included:

     o    Cash and cash equivalents, which consist of financial instruments with
          original maturities of three months or less; and



                                       15
<PAGE>

     o    Investments, which consist of financial instruments that meet the high
          quality standards specified in our investment policy. This policy
          dictates that all instruments mature in three years or less, and
          limits the amount of credit exposure to any one issue, issuer, and
          type of instrument.

We do not use derivative financial instruments for speculative or trading
purposes. As of March 31, 2006, we had $38.7 million in cash, cash equivalents
and short-term investments that matured in twelve months or less. Due to the
short duration of these financial instruments, we do not expect that an increase
in interest rates would result in any material loss to our investment portfolio.


                                     ITEM 4:
                             CONTROLS AND PROCEDURES

Our management, including our chief executive officer and chief financial
officer, has evaluated our disclosure controls and procedures as of the end of
the quarterly period covered by this Form 10-Q and has concluded that our
disclosure controls and procedures are effective. They also concluded that there
were no changes in our internal control over financial reporting that occurred
during the quarterly period covered by this Form 10-Q that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



                           PART II. OTHER INFORMATION

                                     ITEM 1:
                                LEGAL PROCEEDINGS


From time to time we are involved in litigation incidental to the conduct of our
business. We are not party to any lawsuit or proceeding that, in our opinion, is
likely to seriously harm our business.


                                    ITEM 1A:
                                  RISK FACTORS

RISK FACTORS

OUR QUARTERLY RESULTS ARE UNPREDICTABLE AND MAY FLUCTUATE SIGNIFICANTLY

Our quarterly revenue and operating results are difficult to predict and may
fluctuate significantly from quarter-to-quarter. Because our revenue components
fluctuate and are difficult to predict, and our expenses are largely independent
of revenues in any particular period, it is difficult for us to accurately
forecast revenues and profitability. When appropriate, we recognize contract
revenues ratably over the period during which we expect to deliver technology
and provide engineering services. While this means that contract revenues from
certain current agreements are generally predictable, changes can be introduced
by a reevaluation of the length of the development period, or by the termination
of a contract. The initial estimate of this period is subject to revision as the
product being developed under a contract nears completion, and a revision may
result in an increase or decrease to the quarterly revenue for that



                                       16
<PAGE>

contract. In addition, accurate prediction of revenues from new contracts or
licensees is difficult because contract negotiation is a lengthy process,
frequently spanning a year or more, and the fiscal period in which a new license
agreement will be entered into, if at all, and the financial terms of such an
agreement are difficult to predict. Contract revenues also include fees for
engineering services, which are dependent upon the varying level of assistance
desired by licensees and, therefore, the revenue from these services is also
difficult to predict.

It is also difficult for us to make accurate forecasts of royalty revenues.
Royalties are recognized in the quarter in which we receive a report from a
licensee regarding the shipment of licensed integrated circuits in the prior
quarter, and are dependent upon fluctuating sales volumes and/or prices of chips
containing our technology, all of which are beyond our ability to control or
assess in advance.

Our business is subject to a variety of additional risks, which could materially
adversely affect quarterly and annual operating results, including:

     o    market acceptance of broadband technologies we supply by semiconductor
          or equipment companies;

     o    the extent and timing of new license transactions with semiconductor
          companies;

     o    changes in our and our licensees' development schedules and levels of
          expenditure on research and development;

     o    the loss of a strategic relationship or termination of a project by a
          licensee;

     o    equipment companies' acceptance of integrated circuits produced by our
          licensees;

     o    the loss by a licensee of a strategic relationship with an equipment
          company customer;

     o    announcements or introductions of new technologies or products by us
          or our competitors;

     o    delays or problems in the introduction or performance of enhancements
          or of future generations of our technology;

     o    failures or problems in our hardware or software products;

     o    delays in the adoption of new industry standards or changes in market
          perception of the value of new or existing standards;

     o    competitive pressures resulting in lower contract revenues or royalty
          rates;

     o    competitive pressures resulting in lower software or hardware product
          revenues;

     o    personnel changes, particularly those involving engineering and
          technical personnel;

     o    costs associated with protecting our intellectual property;

     o    the potential that licensees could fail to make payments under their
          current contracts;

     o    ADSL market-related issues, including lower ADSL chipset unit demand
          brought on by excess channel inventory and lower average selling
          prices for ADSL chipsets as a result of market surpluses;

     o    VDSL market-related issues, including lower VDSL chipset unit demand
          brought on by excess channel inventory and lower average selling
          prices for VDSL chipsets as a result of market surpluses; o regulatory
          developments; and

     o    general economic trends and other factors.

As a result of these factors, we believe that period-to-period comparisons of
our revenue levels and operating results are not necessarily meaningful. You
should not rely on our quarterly revenue and operating results to predict our
future performance.


                                       17
<PAGE>


WE EXPERIENCED NET LOSSES

We had a net annual loss during 2001, 2002, 2003, 2004 and 2005. Although we had
net income in the first quarter of 2006, we may continue to experience losses in
the future if:

     o    the semiconductor and telecommunications markets do not improve;

     o    our existing customers do not increase their revenues from sales of
          chipsets with our technology; o new or existing customers do not
          choose to license our intellectual property for new chipset products;
          or o new or existing customers do not choose to use our software or
          hardware products.


WE HAVE A UNIQUE BUSINESS MODEL

The success of our business model depends upon our ability to license our
technology to semiconductor and equipment companies, and our customers'
willingness and ability to sell products that incorporate our technology so that
we may receive significant royalties that are consistent with our plans and
expectations.

We face numerous risks in successfully obtaining suitable licensees on terms
consistent with our business model, including, among others:

     o    we must typically undergo a lengthy and expensive process of building
          a relationship with a potential licensee before there is any assurance
          of a license agreement with such party;
     o    we must persuade semiconductor and equipment manufacturers with
          significant resources to rely on us for critical technology on an
          ongoing basis rather than trying to develop similar technology
          internally;
     o    we must persuade potential licensees to bear development costs
          associated with our technology applications and to make the necessary
          investment to successfully manufacture chipsets and products using our
          technology; and
     o    we must successfully transfer technical know-how to licensees.

Moreover, the success of our business model also depends on the receipt of
royalties from licensees. Royalties from our licensees are often based on the
selling prices of our licensees' chipsets and products, over which we have
little or no control. We also have little or no control over our licensees'
promotional and marketing efforts. They are not prohibited from competing
against us.

Our business could be seriously harmed if:

     o    we cannot obtain suitable licensees;
     o    our licensees fail to achieve significant sales of chipsets or
          products incorporating our technology; or
     o    we otherwise fail to implement our business strategy successfully.


                                       18
<PAGE>


THERE HAS BEEN AND MAY CONTINUE TO BE AN OVERSUPPLY OF ADSL CHIPSETS, AND THERE
IS INTENSE COMPETITION FOR ADSL CHIPSETS, WHICH HAS CAUSED OUR ROYALTY REVENUE
TO DECLINE

The royalties we receive are influenced by many of the risks faced by the ADSL
market in general, including reduced average selling prices ("ASPs") for ADSL
chipsets during periods of surplus. In 2000, 2001, and 2002, the ADSL industry
had experienced an oversupply of ADSL chipsets and central office equipment.
Excessive inventory levels led to soft chipset demand, which in turn led to
declining ASPs. ASPs have also been under pressure because of intense
competition in the ADSL chipset marketplace. As a result of the soft demand and
declining ASPs for ADSL chipsets, our royalty revenue has decreased
substantially from the levels we achieved in 2000. Price decreases for ADSL or
VDSL chipsets, and the corresponding decreases in per unit royalties received by
us, can be sudden and dramatic. Pricing pressures may continue during the second
quarter of 2006 and beyond. Our royalty revenue may decline over the long term.


WE DEPEND SUBSTANTIALLY UPON A LIMITED NUMBER OF LICENSEES

There are a relatively limited number of semiconductor and equipment companies
to which we can license our broadband technology in a manner consistent with our
business model. If we fail to maintain relationships with our current licensees
or fail to establish a sufficient number of new licensing relationships, our
business could be seriously harmed. In addition, our prospective customers may
use their superior size and bargaining power to demand license terms that are
unfavorable to us and prospective customers may not elect to license from us.


WE DERIVE A SIGNIFICANT AMOUNT OF REVENUE FROM A SMALL NUMBER OF CUSTOMERS

In 2003, 2004 and 2005, we derived 27%, 28% and 20%, respectively, of our total
revenue from ADI and 20%, 28%, and 30% respectively, of our total revenue from
Infineon. ADI and Infineon have developed many generations of ADSL chipsets
based upon our technology. On February 17, 2006 ADI sold its ADSL business
relating to Aware technology to Ikanos Communications, Inc. ("Ikanos") and
Ikanos replaced ADI as an Aware licensee. Our royalty revenue in the near term
is highly dependent upon the respective market share and pricing of Ikanos' and
Infineon's ADSL chipsets. The ADSL market has experienced significant price
erosion, which has adversely affected ADSL chipset revenues, which in turn has
adversely affected our royalty revenue. To the extent that Ikanos loses
ADSL2plus market share or Infineon loses market share, is unable to gain market
share, is unable to transition its product to support new ADSL2, ADSL2plus and
VDSL2 standards, or experiences further price erosion in its DSL chipsets, our
royalty revenue could decline.


OUR SUCCESS REQUIRES ACCEPTANCE OF OUR TECHNOLOGY BY EQUIPMENT COMPANIES

Due to our business strategy, our success is dependent on our ability to
generate significant royalties from our licensing arrangements with
semiconductor manufacturers. Our ability to generate significant royalties is
materially affected by the willingness of equipment companies to purchase
integrated circuits that incorporate our technology from our licensees. There
are other competitive solutions available for equipment companies seeking to
offer broadband communications products. We face the risk that equipment
manufacturers will choose those alternative solutions. Generally, our ability to
influence equipment companies' decisions whether to purchase integrated circuits
that incorporate our technology is limited.


                                       19
<PAGE>


We also face the risk that equipment companies that elect to use integrated
circuits that incorporate our technology into their products will not compete
successfully against other equipment companies. Many factors beyond our control
could influence the success or failure of a particular equipment company that
uses integrated circuits based on our technology, including:

     o    competition from other businesses in the same industry;
     o    market acceptance of its products;
     o    its engineering, sales and marketing, and management capabilities;
     o    technical challenges of developing its products unrelated to our
          technology; and
     o    its financial and other resources.

Even if equipment companies incorporate chipsets based on our intellectual
property into their products, their products may not achieve commercial
acceptance or result in significant royalties to us.


OUR SUCCESS REQUIRES TELEPHONE COMPANIES TO INSTALL DSL SERVICE IN VOLUME

The success of our DSL licensing business depends upon telephone companies
installing DSL service in significant volumes. Factors that affect the volume
deployment of DSL service include: o the desire of telephone companies to
install ADSL or VDSL service, which is dependent on the development of a viable
business model for ADSL or VDSL service, including the capability to market,
sell, install and maintain the service;

     o    the pricing of ADSL or VDSL services by telephone companies;
     o    the success of internet protocol TV ("IPTV") as a viable consumer
          service offering;
     o    the transition by telephone companies to new ADSL technologies, such
          as ADSL2, ADSL2plus and VDSL2;
     o    the quality of telephone companies' networks;
     o    deployment by phone companies of fiber-to-the home or broadband
          wireless services;
     o    government regulations; and
     o    the willingness of residential telephone customers to demand DSL
          service in the face of competitive service offerings, such as cable
          modems, fiber-based service or broadband wireless access.

If telephone companies do not install DSL service in significant volumes, or if
telephone companies install broadband service based on other technology such as
cable or fiber-to-the-home, our business will be seriously harmed.


OUR INTELLECTUAL PROPERTY IS SUBJECT TO LIMITED PROTECTION

Because we are a technology provider, our ability to protect our intellectual
property and to operate without infringing the intellectual property rights of
others is critical to our success. We regard our technology as proprietary, and
we have a number of patents and pending patent applications. We also rely on a
combination of trade secrets, copyright and trademark law and non-disclosure
agreements to protect our unpatented intellectual property. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use our technology without authorization.

As part of our licensing arrangements, we typically work closely with our
semiconductor and equipment manufacturer licensees, many of whom are also our
potential competitors, and provide



                                       20
<PAGE>

them with proprietary know-how necessary for their development of customized
chipsets based on our ADSL technology. Although our license agreements contain
non-disclosure provisions and other terms protecting our proprietary know-how
and technology rights, it is possible that, despite these precautions, some of
our licensees might obtain from us proprietary information that they could use
to compete with us in the marketplace. Although we intend to defend our
intellectual property as necessary, the steps we have taken may be inadequate to
prevent misappropriation.

In the future, we may choose to bring legal action to enforce our intellectual
property rights. Any such litigation could be costly and time-consuming for us,
even if we were to prevail. Moreover, even if we are successful in protecting
our proprietary information, our competitors may independently develop
technologies substantially equivalent or superior to our technology. The
misappropriation of our technology or the development of competitive technology
could seriously harm our business.

Our technology, software or products may infringe the intellectual property
rights of others. A large and increasing number of participants in the
telecommunications and compression industries have applied for or obtained
patents. Some of these patent holders have demonstrated a readiness to commence
litigation based on allegations of patent and other intellectual property
infringement. Third parties may assert patent, copyright and other intellectual
property rights to technologies that are important to our business. In the past,
we have received claims from other companies that our technology infringes their
patent rights. Intellectual property rights can be uncertain and can involve
complex legal and factual questions. We may infringe the proprietary rights of
others, which could result in significant liability for us. If we were found to
have infringed any third party's patents, we could be subject to substantial
damages and an injunction preventing us from conducting our business.


OUR BUSINESS IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE

The semiconductor and telecommunications industries, as well as the market for
high-speed network access technologies, are characterized by rapid technological
change, with new generations of products being introduced regularly and with
ongoing evolutionary improvements. We expect to depend on our DSL technology for
a substantial portion of our revenue for the foreseeable future. Therefore, we
face risks that others could introduce competing technology that renders our DSL
technology less desirable or obsolete. Also, the announcement of new
technologies could cause our licensees or their customers to delay or defer
entering into arrangements for the use of our existing technology. Either of
these events could seriously harm our business.

We expect that our business will depend to a significant extent on our ability
to introduce enhancements and new generations of our DSL technology as well as
new technologies that keep pace with changes in the telecommunications and
broadband industries and that achieve rapid market acceptance. We must
continually devote significant engineering resources to achieving technical
innovations. These innovations are complex and require long development cycles.
Moreover, we may have to make substantial investments in technological
innovations before we can determine their commercial viability. We may lack
sufficient financial resources to fund future development. Also, our licensees
may decide not to share certain research and development costs with us. Revenue
from technological innovations, even if successfully developed, may not be
sufficient to recoup the costs of development.



                                       21
<PAGE>

One element of our business strategy is to assume the risks of technology
development failure while reducing such risks for our licensees. In the past, we
have spent significant amounts on development projects that did not produce any
marketable technologies or products, and we cannot assure you that it will not
occur again.


WE FACE INTENSE COMPETITION FROM A WIDE RANGE OF COMPETITORS

Our success as an intellectual property supplier depends on the willingness and
ability of semiconductor manufacturers to design, build and sell integrated
circuits based on our intellectual property. The semiconductor industry is
intensely competitive and has been characterized by price erosion, rapid
technological change, short product life cycles, cyclical market patterns and
increasing foreign and domestic competition.

As an intellectual property supplier to the semiconductor industry, we face
intense competition from internal development teams within potential
semiconductor customers. We must convince potential licensees to license from us
rather than develop technology internally. Furthermore, semiconductor customers,
who have licensed our intellectual property, may choose to abandon joint
development projects with us and develop chipsets themselves without using our
technology. In addition to competition from internal development teams, we
compete against other independent suppliers of intellectual property. We
anticipate intense competition from suppliers of intellectual property for ADSL.

The market for DSL chipsets is also intensely competitive. Our success within
the DSL industry requires that DSL equipment manufacturers buy chipsets from our
semiconductor licensees, and that telephone companies buy DSL equipment from
those equipment manufacturers. Our customers' chipsets compete with products
from other vendors of standards-based and DSL chipsets, including Broadcom,
Centillium, Conexant, ST Microelectronics and Texas Instruments.

ADSL and VDSL services offered over copper telephone networks also compete with
alternative broadband transmission technologies that use the telephone network
as well as other network architectures. Alternative technologies for the
telephone network include several types of symmetric high speed DSL, including
HDSL, SDSL and G.SHDSL. Alternative technologies that use other network
architectures to provide high-speed data service include cable modems using
cable networks, wireless solutions using wireless networks, and optical
solutions using fiber optics technology. These alternative broadband
transmission technologies may be more successful than ADSL or VDSL and we may
not be able to participate in the markets involving these alternative
technologies.

Many of our current and prospective DSL licensees, as well as chipset
competitors that compete with our semiconductor licensees, including Broadcom,
Conexant, ST Microelectronics and Texas Instruments, have significantly greater
financial, technological, manufacturing, marketing and personnel resources than
we do. We may be unable to compete successfully, and competitive pressures could
seriously harm our business.


BIOMETRICS BUSINESS RISKS

Our biometrics business is subject to a variety of additional risks, which could
materially adversely affect quarterly and annual operating results, including:



                                       22
<PAGE>

     o    market acceptance of our biometric technologies and products;
     o    changes in contracting practices of government or law enforcement
          agencies;
     o    the failure of the biometrics market to experience continued growth;
     o    announcements or introductions of new technologies or products or our
          competitors;
     o    delays or problems in the introduction or performance of enhancements
          or of future generations of our technology;
     o    failures or problems in our biometric software products;
     o    delays in the adoption of new industry biometric standards or changes
          in market perception of the value of new or existing standards;
     o    growth of proprietary biometric systems which do not conform to
          industry standards;
     o    competitive pressures resulting in lower software product revenues;
     o    personnel changes, particularly those involving engineering, technical
          and sales and marketing personnel;
     o    costs associated with protecting our intellectual property;
     o    litigation by third parties for alleged infringement of their
          proprietary rights;
     o    the potential that licensees could fail to make payments under their
          current contracts;
     o    regulatory developments; and
     o    general economic trends and other factors.

As a result of these factors, we believe that period-to-period comparisons of
our revenue levels and operating results are not necessarily meaningful. You
should not rely on our quarterly revenue and operating results to predict our
future performance.


WE MUST MAKE JUDGMENTS IN THE PROCESS OF PREPARING OUR FINANCIAL STATEMENTS

We prepare our financial statements in accordance with generally accepted
accounting principles and certain critical accounting polices that are relevant
to our business. The application of these principles and policies requires us to
make significant judgments and estimates. In the event that judgments and
estimates we make are incorrect, we may have to change them, which could
materially affect our financial position and results of operations. Moreover,
accounting standards have been subject to rapid change and evolving
interpretations by accounting standards setting organizations over the past few
years. The implementation of new standards requires us to interpret and apply
them appropriately. If our current interpretations or applications are later
found to be incorrect, our financial position and results of operations could be
materially affected.


OUR STOCK PRICE MAY BE EXTREMELY VOLATILE

Volatility in our stock price may negatively affect the price you may receive
for your shares of common stock and increases the risk that we could be the
subject of costly securities litigation. The market price of our common stock
has fluctuated substantially and could continue to fluctuate based on a variety
of factors, including:

     o    quarterly fluctuations in our operating results;
     o    changes in future financial guidance that we may provide to investors
          and public market analysts;
     o    changes in our relationships with our licensees;
     o    announcements of technological innovations or new products by us, our
          licensees or our competitors;


                                       23
<PAGE>

     o    changes in ADSL market growth rates as well as investor perceptions
          regarding the investment opportunity that companies participating in
          the ADSL industry afford them;
     o    changes in earnings estimates by public market analysts;
     o    key personnel losses;
     o    sales of our common stock; and
     o    developments or announcements with respect to industry standards,
          patents or proprietary rights.

In addition, the equity markets have experienced volatility that has
particularly affected the market prices of equity securities of many high
technology companies and that often has been unrelated or disproportionate to
the operating performance of such companies. These broad market fluctuations may
adversely affect the market price of our common stock.


OUR BUSINESS MAY BE AFFECTED BY GOVERNMENT REGULATIONS

The extensive regulation of the telecommunications industry by federal, state
and foreign regulatory agencies, including the Federal Communications
Commission, and various state public utility and service commissions, could
affect us through the effects of such regulation on our licensees and their
customers. In addition, our business may also be affected by the imposition of
certain tariffs, duties and other import restrictions on components that our
customers obtain from non-domestic suppliers or by the imposition of export
restrictions on products sold internationally and incorporating our technology.
Changes in current or future laws or regulations, in the United States or
elsewhere, could seriously harm our business.



                                       24
<PAGE>



                                     ITEM 6:
                                    EXHIBITS


(A)  EXHIBITS


        Exhibit 31.1       Certification of Chief Executive Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

        Exhibit 31.2       Certification of Chief Financial Officer pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

        Exhibit 32.1       Certification  of Chief  Executive  Officer  and
                           Chief  Financial  Officer  pursuant  to Section
                           906 of the Sarbanes-Oxley Act of 2002.

--------------------



                                   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.


                                         AWARE, INC.


         Date: May 10, 2006              By:    /S/ MICHAEL A. TZANNES
                                                ----------------------
                                                Michael A. Tzannes, Chief
                                                Executive Officer


         Date: May 10, 2006              By:    /S/ ROBERT J. WEISKOPF
                                                ----------------------
                                                Robert J. Weiskopf,
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)