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

                                    FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002

                                       OR

[ ]    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: 000-31139

                                  RESONATE INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       94-3228496
  (State of incorporation)                            (I.R.S. Employer
                                                     Identification No.)

                             385 MOFFETT PARK DRIVE
                           SUNNYVALE, CALIFORNIA 94089
                    (Address of principal executive offices)

                                 (408) 548-5500
              (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



The number of shares outstanding of the registrant's common stock as of July 31,
2002 was 27,277,894.



<PAGE>

                                  RESONATE INC.
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                   <C>
PART I:  FINANCIAL INFORMATION

   Item 1.  Financial Statements:

       Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31,
         2001 (unaudited)...........................................................................   3

       Condensed Consolidated Statements of Operations for the three and six month
         periods ended June 30, 2002 and 2001 (unaudited)...........................................   4

       Condensed Consolidated Statements of Cash Flows for the six month periods ended
         June 30, 2002 and June 30, 2001 (unaudited)................................................   5

       Notes to the Condensed Consolidated Financial Statements.....................................   6

   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
        Operations..................................................................................  10
        Risk Factors................................................................................  16

   Item 3.  Quantitative and Qualitative Disclosures About Market Risks.............................  25

PART II:  OTHER INFORMATION

   Item 1.  Legal Proceedings.......................................................................  25

   Item 2.  Changes in Securities and Use of Proceeds...............................................  26

   Item 3.  Defaults Upon Senior Securities.........................................................  26

   Item 4.  Submission of Matters to a Vote of Security Holders.....................................  26

   Item 5.  Other Information.......................................................................  26

   Item 6. Exhibits and Reports on Form 8-K.........................................................  26

Signatures..........................................................................................  27
</TABLE>



                                       2
<PAGE>

PART I:       FINANCIAL INFORMATION
ITEM 1:       FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                  RESONATE INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                   (unaudited)

                                                           June 30,        December 31,
                                                             2002              2001
                                                          -----------      -----------
<S>                                                       <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                              $    40,922      $    30,349
   Short-term investments                                      29,972           51,998
   Accounts receivable, net                                     3,857            2,714
   Prepaid expenses and other current assets                      927              982
                                                          -----------      -----------
     Total current assets                                      75,678           86,043

Property and equipment, net                                     2,234            3,287
Other assets                                                      355              505
                                                          -----------      -----------

       Total assets                                       $    78,267      $    89,835
                                                          ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Debt, current                                          $     1,000      $     1,585
   Accounts payable                                               774            1,671
   Accrued liabilities                                          2,780            3,582
   Deferred revenue                                             3,902            3,866
   Capital lease obligation, current                               --              471
                                                          -----------      -----------
     Total current liabilities                                  8,456           11,175

Debt, long-term                                                   333              833
                                                          -----------      -----------
       Total liabilities                                        8,789           12,008
                                                          -----------      -----------

Stockholders' equity:
     Common stock                                                   3                3
     Additional paid-in capital                               183,520          184,942
     Notes receivable from stockholders                          (302)            (759)
     Unearned stock-based compensation                         (1,254)          (2,890)
     Accumulated deficit                                     (112,489)        (103,469)
                                                          ------------     ------------
       Total stockholders' equity                              69,478           77,827
                                                          -----------      -----------

       Total liabilities and stockholders' equity         $    78,267      $    89,835
                                                          ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.




                                       3
<PAGE>

<TABLE>
<CAPTION>
                                  RESONATE INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)

                                                   Three Months Ended                Six Months Ended
                                                        June 30,                         June 30,
                                               --------------------------       --------------------------
                                                  2002           2001              2002           2001
                                               -----------    -----------       ----------     -----------
<S>                                            <C>            <C>               <C>            <C>
Revenue:
   Product                                     $     2,187    $     1,826       $    3,351     $     3,483
   Services                                          1,331          1,789            2,911           3,254
                                               -----------    -----------       ----------     -----------
       Total revenue                                 3,518          3,615            6,262           6,737

Cost of revenue:
   Product                                               9             63               72             127
   Services (including stock-based
       compensation of $99, $146, $200
       and $298, respectively)                         636          1,038            1,359           2,171
                                               -----------    -----------       ----------     -----------
       Total cost of revenue                           645          1,101            1,431           2,298
                                               -----------    -----------       ----------     -----------

Gross profit                                         2,873          2,514            4,831           4,439

Operating expenses:
   Research and development (including
       stock-based compensation of $(13),
       $235, $(144) and $124, respectively)          2,692          3,607            5,442           7,047
   Sales and marketing (including stock-based
       compensation of $(166), $(634), $(101) and
       $(408), respectively)                         3,173          5,078            6,763          11,264
   General and administrative (including stock-
       based compensation of $153, $(957),
           $29 and $(318), respectively)             1,245          1,377            2,330           4,260
                                               -----------    -----------       ----------     -----------
       Total operating expenses                      7,110         10,062           14,535          22,571
                                               -----------    -----------       ----------     -----------

Loss from operations                                (4,237)        (7,548)          (9,704)        (18,132)
Interest and other income                              426          1,148              931           2,631
Interest and other expenses                            (57)          (170)            (247)           (378)
                                               -----------    -----------       ----------     -----------
Net loss                                       $    (3,868)   $    (6,570)      $   (9,020)    $   (15,879)
                                               ===========    ===========       ==========     ===========

Net loss per share:
   Basic and diluted                           $     (0.14)   $    (0.24)       $    (0.34)    $     (0.59)
                                               ===========    ===========       ==========     ===========
   Shares used in per share calculation             26,923         26,917           26,876          26,997
                                               ===========    ===========       ==========     ===========
</TABLE>


   The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.




                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  RESONATE INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

                                                                                Six Months Ended
                                                                                     June 30,
                                                                           --------------------------
                                                                               2002           2001
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                              $    (9,020)   $   (15,879)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
         Depreciation and amortization                                           1,418          1,325
         Provision for doubtful accounts                                            13            260
         Stock-based compensation                                                  (16)          (304)
         Amortization of stock options issued for services                           8             70
         Warrant related non-cash interest expense                                  --             63
         Compensation expense relating to acceleration of options                   --            520
         Changes in assets and liabilities:
              Accounts receivable                                               (1,156)         3,133
              Prepaid expenses and other current assets                             55            563
              Other assets                                                         150           (287)
              Accounts payable                                                    (897)          (235)
              Accrued liabilities                                                 (802)          (628)
              Deferred revenue                                                      36           (540)
                                                                           -----------    -----------

              Net cash used in operating activities                            (10,211)       (11,939)
                                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                           (365)          (428)
     Purchase of short-term investments                                        (30,751)       (56,471)
     Proceeds from maturities or sales of short-term investments                52,701         50,127
                                                                           -----------    -----------

              Net cash provided by (used in) investing activities               21,585         (6,772)
                                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayments of long-term debt                                               (1,085)        (1,521)
     Repayments of capital lease obligations                                      (471)          (762)
     Payments for stock repurchases                                                 --           (114)
     Proceeds from payment of notes receivable                                     457             --
     Proceeds from issuance of common stock upon exercise
       of stock options and employee stock purchase plan                           298            996
                                                                           -----------    -----------

              Net cash used in financing activities                               (801)        (1,401)
                                                                           -----------    -----------

Net increase (decrease) in cash and cash equivalents                            10,573        (20,112)

Cash and cash equivalents at beginning of period                                30,349         76,053
                                                                           -----------    -----------

Cash and cash equivalents at end of period                                 $    40,922    $    55,941
                                                                           ===========    ===========
</TABLE>


   The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.




                                       5
<PAGE>

                                  RESONATE INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1.  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments (all of
which are normal and recurring in nature) necessary to present fairly the
financial position, results of operations and cash flows of Resonate Inc. and
its subsidiaries. The results of operations for the interim periods presented
are not necessarily indicative of the results that may be expected for any
future interim periods or for the full year. These condensed consolidated
financial statements and notes thereto should be read in conjunction with the
financial statements and the notes to the financial statements contained in our
Annual Report on Form 10-K filed with the Securities and Exchange Commission.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

     REVENUE RECOGNITION

     We derive revenue from licenses of our software and delivery of related
services, which include maintenance fees and professional services. Revenue is
recognized when there is persuasive evidence of an arrangement for a fixed and
determinable fee that is probable of collection and when delivery has occurred.
We generally recognize revenue under the residual method as prescribed by
AICPA's Statement of Position No. 97-2 "Software Revenue Recognition" and
Statement of Position No. 98-9 "Modification of SOP No. 97-2, Software Revenue
Recognition, With Respect to Certain Transactions" whereby revenue is allocated
to each undelivered element based upon the fair value of each element when sold
separately and the residual amount is then allocated to the delivered element.
The fair value of maintenance service is determined by the renewal rate stated
in the license agreement or, if not stated, the renewal rates generally charged
to customers on similar transactions.

     Product revenue from existing reseller arrangements is recognized when
reported by the reseller upon re-licensing of our software to end-users. Our
agreements with our customers and resellers do not contain product return
rights.

     For arrangements with extended payment terms (i.e., greater than 60 days),
revenue is recognized at the earlier of when the payment becomes due and payable
or when the cash is received.

     We also derive revenue from providing access to our products for a
specified period of time. Revenue is recognized on such arrangements as the
license fees become due and payable. Prepaid amounts are recorded as deferred
revenue and are recognized as revenue over the term of the arrangement. Revenue
recognized under such arrangements for the three months and six months ended
June 30, 2002 and 2001 was not significant.



                                       6
<PAGE>

     Fees from maintenance agreements, which include services such as technical
product support and unspecified product upgrades, are recognized ratably over
the term of the agreement, generally one year. Professional services primarily
consist of software installation and integration, consulting and training.
Professional services revenue is recognized as such services are performed.

     CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

     We consider all highly liquid investments purchased with a maturity of
three months or less at the date of acquisition to be cash equivalents; those
with original maturities greater than three months and current maturities less
than twelve months from the balance sheet date are considered short-term
investments, and those with maturities greater than twelve months from the
balance sheet date are considered long-term investments. Short-term investments
are classified as available-for-sale securities and are carried at cost which
approximates fair value. Our investment portfolio consists of both fixed and
variable rate financial instruments, including commercial paper, money market
funds, government agency securities and highly rated corporate bonds and notes.

     CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially subject us to a concentration of
credit risk consist of cash equivalents, short-term investments and accounts
receivable. We limit our exposure to credit loss by placing our cash, cash
equivalents and short-term investments with major financial institutions. Our
accounts receivable are derived from revenue earned from customers located
primarily in the U.S., and to a lesser extent, Canada, Europe and Asia. We
perform ongoing credit evaluations of our customers' financial condition and,
generally, require no collateral from our customers. We maintain an allowance
for doubtful accounts receivable based upon the expected collectibility of
accounts receivable.

     Two customers accounted for 21% and 16% of our total recognized revenue
during the three months ended June 30, 2002. One customer accounted for 12% of
our total revenue recognized during the six months ended June 30, 2002. During
the three months and six months ended June 30, 2001, no customer accounted for
more than 10% of our total revenue.

     At June 30, 2002, two customers accounted for 12% and 25% of total accounts
receivable. At December 31, 2001, two customers accounted for 11% and 17% of
total accounts receivable.

     NET LOSS PER SHARE

     Basic net loss per share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the period
excluding shares of common stock subject to repurchase. Our diluted net loss per
share is the same as basic net loss per share because the calculation of diluted
net loss per share excludes potential shares of common stock since their effect
is antidilutive.

     The following table sets forth the computation of basic and diluted net
loss per share available to common stockholders for the periods indicated (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                Three Months Ended           Six Months Ended
                                                                     June 30,                    June 30,
                                                              ----------------------      ----------------------
                                                                2002          2001           2002         2001
                                                              ---------    ---------      ---------     --------
<S>                                                           <C>          <C>            <C>           <C>
Net loss                                                      $  (3,868)   $  (6,570)     $  (9,020)    $(15,879)
                                                              =========    =========      =========     ========

Basic and diluted:
     Weighted average shares                                     27,139       27,367         27,092       27,447
     Weighted average common stock subject to repurchase           (216)        (450)          (216)        (450)
                                                              ---------    ---------      ---------     --------
     Shares used in computing basic and diluted loss per share   26,923       26,917         26,876       26,997
                                                              ---------    ---------      ---------     --------

     Basic and diluted net loss per share                     $   (0.14)   $   (0.24)     $   (0.34)    $  (0.59)
                                                              =========    =========      =========     ========
</TABLE>




                                       7
<PAGE>

     The following table sets forth the weighted average potential shares of
common stock that are not included in the basic and diluted net loss per share
available to common stockholders calculation above because to do so would be
antidilutive (in thousands):

<TABLE>
<CAPTION>
                                                                Three Months Ended           Six Months Ended
                                                                     June 30,                    June 30,
                                                              ----------------------      ----------------------
                                                                2002          2001           2002         2001
                                                              ---------    ---------      ---------     --------
<S>                                                               <C>          <C>            <C>          <C>
Weighted average effect of common stock equivalents:
     Employee stock options                                       3,674        3,007          3,545        3,169
     Common stock subject to repurchase agreements                  216          450            216          450
                                                              ---------    ---------      ---------     --------
                                                                  3,890        3,457          3,761        3,619
                                                              =========    =========      =========     ========
</TABLE>

     SEGMENT INFORMATION

     During the period presented, we operated in a single business segment. We
sell our products, solutions and services through direct and indirect channels
primarily in North America, Europe and Asia Pacific. For geographic reporting,
revenues are attributed to the geographic location in which the customer is
located. Identifiable long-lived assets for all foreign locations were
insignificant for all periods presented.

     The following table sets forth our revenue by geographic area for the
periods indicated (in thousands):
<TABLE>
<CAPTION>

                                                                Three Months Ended           Six Months Ended
                                                                     June 30,                    June 30,
                                                              ----------------------      ----------------------
                                                                2002          2001           2002         2001
                                                              ---------    ---------      ---------     --------
<S>                                                           <C>          <C>            <C>           <C>
     North America (primarily within the U.S.)                $   3,398    $   3,318      $   5,946     $  6,031
     Europe and Asia Pacific                                        120          297            316          706
                                                              ---------    ---------      ---------     --------
                                                              $   3,518    $   3,615      $   6,262     $  6,737
                                                              =========    =========      =========     ========
</TABLE>

     RECLASSIFICATION

     Certain reclassifications have been made to prior period financial
statements to conform to the current year presentation with no effect on
previously reported net loss or accumulated deficit.

     RECENT ACCOUNTING PRONOUNCEMENTS

     During April 2002, the Financial Accounting Standards Board, or FASB,
issued Emerging Issues Task Force Issue No. 01-14, or EITF 01-14, Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred. EITF 01-14 provisions require companies to characterize reimbursements
received for out-of-pocket expenses as revenue in the statement of operations.
We have historically accounted for such reimbursements as a reduction to the
cost of service revenue in our financial statements to offset the related costs
incurred. The provisions of this EITF are required to be applied to fiscal years
beginning after December 15, 2001, although early adoption is permitted.
Accordingly, we determined that the reimbursements received during the prior
fiscal years were insignificant, and accordingly, we did not make any
reclassifications in our statement of operations for those years.

NOTE 3.   LITIGATION

     On September 12, 2000, we filed a complaint for patent infringement against
Alteon Web Systems, Inc. in the United States District Court, Northern District
of California for permanent injunctive relief and damages. We believe Alteon
infringes United States Letters Patent No. 5,774,660, entitled "World-Wide Web
Server With Delayed Resource-Binding For Resource-Based Load Balancing On A
Distributed Resource Multi-Node Network," which was issued to us on June 30,
1998. Alteon served its answer to our complaint in October 2000, in which Alteon



                                       8
<PAGE>

denied our allegations and counterclaimed that our patent is invalid. In October
2000, Alteon was acquired by Nortel Networks Corporation. In November 2001, the
Court issued a claim construction ruling that we believe prevents us from
prevailing in the case. In December 2001, we entered into a stipulated judgment
of non-infringement and, in January 2002, filed a notice of appeal. The appeal
is currently pending.

     In December 2001, a putative securities class action lawsuit was filed in
the United States District Court for the Southern District of New York against
us, certain investment bank underwriters for our initial public offering
("IPO"), and various of our officers and directors. The lawsuit, captioned In re
Resonate Inc. Initial Public Offering Securities Litigation, Civil Action No.
01-CV-11245, generally alleges undisclosed and improper practices by the
underwriters concerning the allocation of our IPO shares, in violation of
federal securities laws, and seeks unspecified damages on behalf of persons who
purchased our stock during the period from August 2, 2000 to December 6, 2000.
The Court has appointed a lead plaintiff for the consolidated cases. On April
19, 2002, plaintiffs filed an amended complaint. Other actions have been filed
making similar allegations regarding the IPOs of more than 300 other companies.
All of these have been coordinated for pretrial purposes as In re Initial Public
Offering Securities Litigation, Civil Action No. 21-MC-92. Defendants in these
cases have filed omnibus motions to dismiss. We believe we have meritorious
defenses to the claims against us and will defend ourselves vigorously.

     In January 2002, we received a Demand for Arbitration from the individual
who transferred the domain name "resonate.com" to the Company in 1998. The
Demand for Arbitration alleges, among other things, that we breached our
obligations pursuant to our agreement with the individual by providing her with
"restricted stock" rather than stock that was not encumbered with any
restrictions. As a consequence, this individual alleges that she was unable to
sell her Resonate stock when it was trading at its highest price, and that she
is entitled to damages or, alternatively, to the return of her domain name and
additional payments by us for our prior use of the domain name. This dispute is
currently pending before the American Arbitration Association and a hearing date
has been set for January 2003. Although there can be no assurances that we will
prevail in the arbitration, we believe that we have meritorious defenses to the
claims asserted against us in the Demand for Arbitration and intend to defend
this action vigorously.

     We are also involved in disputes in the normal course of business. We do
not believe that the outcome of any of these disputes will have a material
effect on our business, financial condition or results of operations.





                                       9
<PAGE>

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

     The discussion in this quarterly report on Form 10-Q contains
forward-looking statements that involve risks and uncertainties. The statements
contained in this report that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding our expectations, beliefs, intentions or
strategies regarding the future. These forward-looking statements are typically
denoted in this report by the phrases "anticipates," "believes," "expects,"
"plans," and similar phrases. All forward-looking statements included in this
report are based on information available to us on the date hereof, and we
assume no obligation to update any such forward-looking statements. Our actual
results could differ materially from those described in our forward-looking
statements. Factors that could cause or contribute to such differences are
discussed in this item under the heading "Risk Factors" on page 16 of this
report and the risks discussed in our other Securities and Exchange Commission
filings.

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our condensed
consolidated financial statements and the notes thereto included under Item 1
beginning on page 3 of this report, the section entitled "Risk Factors" on page
16 in this report and our Annual Report on Form 10-K filed on March 28, 2002
with the Securities and Exchange Commission.

OVERVIEW

     We develop and market software solutions for enterprises that wish to
guarantee end-user response time and service levels of business-critical
applications while cutting operating costs. Resonate Commander Solutions
significantly reduces problem resolution time while it simultaneously ensures
transaction completion by routing end-users around problems.

     Resonate was founded in July 1995 and began substantive operations in April
1996. From April 1996 through the first quarter of 1997, we primarily engaged in
research activities, developing our products and building our business
infrastructure. We began shipping our first software product, Resonate Central
Dispatch, and first generated revenue from software license fees and
implementation and consulting fees, in the first quarter of 1997. We released
our Resonate Global Dispatch software product in the first quarter of 1998 and
our Commander software product in the third quarter of 1999. In the fourth
quarter of 2001, we released our Resonate Commander Solutions.

     We market and sell our software products through our direct sales force and
indirect channels. Our indirect channels consist of server systems vendors,
independent software vendors, value-added resellers, and system integrators. Our
current relationships with these system integrators typically are structured as
non-exclusive co-marketing and resale arrangements. In addition, we have entered
into a limited number of reseller arrangements in which our products are
embedded in the reseller's products, for which we receive a royalty from the
reseller. We derived revenue of $55,000 from these reseller arrangements for the
three months ended June 30, 2002 compared to $461,000 for the three months ended
June 30, 2001. We derived revenue of $159,000 from these reseller arrangements
for the six months ended June 30, 2002 compared to $631,000 for the six months
ended June 30, 2001. The decreases are primarily attributable to having fewer
arrangements with these system integrators and resellers.

CRITICAL ACCOUNTING POLICIES

     REVENUE RECOGNITION. We derive revenue from licenses of our software and
delivery of related services, which include maintenance fees and professional
services. Revenue is recognized when there is persuasive evidence of an
arrangement for a fixed and determinable fee that is probable of collection and
when delivery has occurred. We generally recognize revenue under the residual
method as prescribed by AICPA's Statement of Position No. 97-2 "Software Revenue
Recognition" and Statement of Position No. 98-9 "Modification of SOP No. 97-2
with Respect to Certain Transactions" whereby revenue is allocated to each
undelivered element based upon the fair value of each element when sold



                                       10
<PAGE>

separately and the residual amount is then allocated to the delivered element.
The fair value of maintenance service is determined by the renewal rate stated
in the license agreement or, if not stated, the renewal rates generally charged
to customers on similar transactions.

     Product revenue from existing reseller arrangements is recognized when
reported by the reseller upon re-licensing of our software to end-users. Our
agreements with our customers and resellers do not contain product return
rights.

     For arrangements with extended payment terms (i.e., greater than 60 days),
revenue is recognized at the earlier of when the payment becomes due and payable
or when the cash is received.

     We also derive revenue from providing access to our products for a
specified period of time. Revenue is recognized on such arrangements as the
license fees become due and payable. Prepaid amounts are recorded as deferred
revenue and are recognized as revenue over the term of the arrangement. Revenue
recognized under such arrangements for the three months and six months ended
June 30, 2002 and 2001 was not significant.

     Fees from maintenance agreements, which include services such as technical
product support and unspecified product upgrades, are recognized ratably over
the term of the agreement, generally one year. Professional services primarily
consist of software installation and integration, consulting and training.
Professional services revenue is recognized as such services are performed.

     ESTIMATING VALUATION ALLOWANCES. The preparation of financial statements
requires our management to make estimates and assumptions that affect the
reported amount of assets and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reported period.

     Our management must make estimates of the uncollectibility of our accounts
receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer creditworthiness, current economic trends and
changes in customer payment terms, if any, when evaluating the adequacy of the
allowance for doubtful accounts. Our accounts receivable balance at June 30,
2002 was $3.9 million, net of allowance for doubtful accounts of $400,000.

     Similarly, our management must assess the likelihood that our deferred tax
assets will be recovered from future taxable income; and to the extent we
believe that recovery is not likely, we have established valuation allowances
against the deferred taxes. We have provided a full valuation allowance for our
deferred tax assets since the realization of these future benefits cannot be
sufficiently assured.




                                       11
<PAGE>

RESULTS OF OPERATIONS

     The following table sets forth financial data as a percentage of total
revenue.

<TABLE>
<CAPTION>
                                                  Three Months Ended                  Six Months Ended
                                                       June 30,                           June 30,
                                               ------------------------           ------------------------
                                                  2002         2001                  2002         2001
                                               -----------  -----------           -----------  -----------
<S>                                                  <C>           <C>                  <C>           <C>
Revenue:
   Product                                           62.2%         50.5%                53.5%         51.7%
   Services                                          37.8          49.5                 46.5          48.3
                                                 --------     ---------             --------     ---------
       Total revenue                                100.0         100.0                100.0         100.0
                                                 --------     ---------             --------     ---------
Cost of revenue:
   Product                                            0.3           1.7                  1.1           1.9
   Services                                          18.1          28.7                 21.7          32.2
                                                 --------     ---------             --------     ---------
       Total cost of revenue                         18.4          30.4                 22.8          34.1
                                                 --------     ---------             --------     ---------
Gross profit                                         81.6          69.6                 77.2          65.9
                                                 --------     ---------             --------     ---------
Operating expenses:
   Research and development                          76.5          99.8                 86.9         104.6
   Sales and marketing                               90.2         140.5                108.0         167.3
   General and administrative                        35.4          38.1                 37.2          63.2
                                                 --------     ---------             --------     ---------
       Total operating expenses                     202.1         278.4                232.1         335.1
                                                 --------     ---------             --------     ---------
Loss from operations                               (120.5)       (208.8)              (154.9)       (269.2)
Interest and other income                            12.1          31.8                 14.9          39.1
Interest and other expenses                          (1.6)         (4.7)                (3.9)         (5.6)
                                                 ---------      --------            ---------    ----------
Net loss                                           (110.0)%      (181.7)%             (143.9)%      (235.7)%
                                                 =========    ==========            =========    ==========
</TABLE>


REVENUE

     Our total revenue was $3.5 million for the three months ended June 30, 2002
and $3.6 million for the three months ended June 30, 2001. Our total revenue was
$6.3 million for the six months ended June 30, 2002 and $6.7 million for the
three months ended June 30, 2001. Total revenue was comprised of sales of
software products and solutions and related service fees from implementation,
consulting, training and support.

     The decrease in our revenue was primarily due to a slowdown in the global
economy, particularly in the technology sector, resulting in delays or
cancellations in anticipated sales to new and existing customers. The decrease
in our revenue was also attributed in part to our transition from selling
primarily traffic management products to selling solutions more focused on
active service level management. Since our active service level management
solutions are more expensive and provide a much wider range of functions than
traffic management products, the sales cycle has been longer as more senior
level participation from customers is generally required before a purchase is
made.

     Product revenue was $2.2 million or 62.2% of total revenue for the three
months ended June 30, 2002 and $1.8 million or 50.5% of total revenue for the
three months ended June 30, 2001. Services revenue was $1.3 million or 37.8% of
total revenue for the three months ended June 30, 2002 and $1.8 million or 49.5%
of total revenue for the three months ended June 30, 2001. Product revenue was
$3.4 million or 53.5% of total revenue for the six months ended June 30, 2002
and $3.5 million or 51.7% of total revenue for the six months ended June 30,
2001. Services revenue was $2.9 million or 46.5% of total revenue for the six
months ended June 30, 2002 and $3.3 million or 48.3% of total revenue for the
six months ended June 30, 2001. Our revenue mix may vary from quarter to quarter
depending primarily on new sales of products and services to new and existing
customers. Services revenue declined primarily due to lower maintenance revenue
since we have fewer maintenance customers to date in 2002 than in 2001. We
believe our revenue mix will consist of 55-65% product revenue and 35-45%
services revenue.


                                       12
<PAGE>

     Paine Webber accounted for 21% and Intercontinental Exchange accounted for
16% of our total recognized revenue during the three months ended June 30, 2002.
One customer, Paine Webber, accounted for 12% of our total recognized revenue
during the six months ended June 30, 2002. During the three months and six
months ended June 30, 2001, no customer accounted for more than 10% of our total
revenue.


COST OF REVENUE

     Cost of revenue was $546,000 for the three months ended June 30, 2002 and
$955,000 for the three months ended June 30, 2001, excluding stock-based
compensation charges of $99,000 for the three months ended June 30, 2002 and
$146,000 for the three months ended June 30, 2001. Cost of revenue was $1.2
million for the six months ended June 30, 2002 and $2.0 for the six months ended
June 30, 2001, excluding stock-based compensation charges of $200,000 for the
six months ended June 30, 2002 and $298,000 for the six months ended June 30,
2001. The decrease in our cost of revenue is primarily attributed to a decrease
in our personnel-related expenses for our professional services organization.
Our professional services headcount decreased from 14 at June 30, 2001 to 11 at
June 30, 2002. Our cost of product revenue includes expenses incurred to
manufacture, package and distribute software products and solutions and related
documentation. Our cost of services revenue includes salaries and related
expenses for our implementation, consulting support, and training organizations
and an allocation of facilities and communications expenses. We believe that our
cost of revenue, excluding stock-based compensation charges, will be 15-20% of
total revenue for the quarter ended September 30, 2002, as we expect our
existing professional services organization to continue to support new and
existing customers while continuing to monitor our spending closely. We expect
cost of services revenue as a percentage of services revenue to vary from period
to period depending on the mix of services we provide and the overall
utilization rates of our professional services staff.


OPERATING EXPENSES

     Research and Development

     Research and development expenses were $2.7 million for the three months
ended June 30, 2002 and $3.4 million for the three months ended June 30, 2001,
excluding stock-based compensation charges of $(13,000) for the three months
ended June 30, 2002 and $235,000 for the three months ended June 30, 2001.
Research and development expenses were $5.6 million for the six months ended
June 30, 2002 and $6.9 million for the six months ended June 30, 2001, excluding
stock-based compensation charges of $(144,000) for the six months ended June 30,
2002 and $124,000 for the six months ended June 30, 2001. Substantially all of
the decrease in research and development expenses was related to a decrease in
the number of software engineers and other technical staff as well as related
consulting expenses and other employee expenses, including recruiting fees.
Research and development personnel decreased from 76 at June 30, 2001 to 56 at
June 30, 2002. We believe that research and development expenses, in absolute
dollars, excluding stock-based compensation charges, will remain consistent in
the quarter ended September 30, 2002 relative to the levels of the quarter ended
June 30, 2002. We expect to continue to develop new products and product
enhancements with the investments we have made to date in the research and
development infrastructure while monitoring our spending closely. Research and
development expenses as a percentage of total revenue may fluctuate from period
to period.

     Sales and Marketing

     Sales and marketing expenses were $3.3 million for the three months ended
June 30, 2002 and $5.7 million for the three months ended June 30, 2001,
excluding stock-based compensation charges of $(166,000) for the three months
ended June 30, 2002 and $(634,000) for the three months ended June 30, 2001.
Sales and marketing expenses were $6.9 million for the six months ended June 30,
2002 and $11.7 million for the six months ended June 30, 2001, excluding
stock-based compensation charges of $(101,000) for the six months ended June 30,



                                       13
<PAGE>

2002 and $(408,000) for the six months ended June 30, 2001. The decrease in
sales and marketing expenses is attributed primarily to a decrease in sales and
marketing personnel. Sales and marketing personnel decreased from 79 at June 30,
2001 to 48 at June 30, 2002. Personnel related expenses such as salaries,
recruiting fees, facilities expenses, travel and entertainment and phone charges
represented approximately 79% of the decrease in sales and marketing expenses
from the six months ended June 30, 2001 to the six months ended June 30, 2002.
We believe that sales and marketing expenses, in absolute dollars, excluding
stock-based compensation charges, will remain consistent in the quarter ended
September 30, 2002 from the levels of the quarter ended June 30, 2002 as we
expect to continue to focus our sales and marketing efforts on increasing market
penetration into the enterprise while monitoring our spending closely. Sales and
marketing expenses may fluctuate as a percentage of total revenue from period to
period.

     General and Administrative

     General and administrative expenses were $1.1 million for the three months
ended June 30, 2002 and $2.3 million for the three months ended June 30, 2001,
excluding stock-based compensation charges of $153,000 for the three months
ended June 30, 2002 and $(957,000) for the three months ended June 30, 2001.
General and administrative expenses were $2.3 million for the six months ended
June 30, 2002 and $4.6 million for the six months ended June 30, 2001, excluding
stock-based compensation charges of $29,000 for the six months ended June 30,
2002 and $(318,000) for the six months ended June 30, 2001. The decreases in
general and administrative expenses are primarily attributable to costs relating
to the transition of our chief executive officer in February 2001, additional
bad debt expenses incurred during the three and six months ended June 30, 2001,
reduced accounting and legal fees incurred during the three and six month
periods ended June 30, 2002 and an overall reduction in general and
administrative personnel. General and administrative personnel decreased from 30
at June 30, 2001 to 21 at June 30, 2002. We believe that general and
administrative expenses, in absolute dollars, excluding stock-based compensation
charges, will be consistent in the quarter ended September 30, 2002 relative to
the levels of the quarter ended June 30, 2002. General and administrative
expenses may fluctuate as a percentage of total revenue from period to period.

     Stock-Based Compensation

     Stock-based compensation consisted of amortization of unearned stock-based
compensation in connection with certain stock option grants to employees at
exercise prices below the deemed fair market value of our common stock. Of the
total unearned stock-based compensation, $73,000 was amortized in the three
months ended June 30, 2002 compared to $(1.2) million amortized in the three
months ended June 30, 2001 and $(16,000) was amortized in the six months ended
June 30, 2002 compared to $(304,000) amortized in the six months ended June 30,
2001. The fluctuations are attributed primarily to options cancelled in
connection with terminated employees. The remaining unearned stock-based
compensation is expected to be amortized as follows: $682,000 in the remaining
six months of 2002, $566,000 in 2003 and $6,000 in 2004.


INTEREST AND OTHER INCOME

     For the three months ended June 30, 2002, we had interest and other income
of approximately $426,000 compared to $1.1 million for the three months ended
June 30, 2001. For the six months ended June 30, 2002, we had interest and other
income of approximately $931,000 compared to $2.6 million for the six months
ended June 30, 2001. The decrease in interest and other income resulted from a
lower interest rate environment and lower average cash and investment balances
compared to 2001.


INTEREST AND OTHER EXPENSES

     For the three months ended June 30, 2002, we had interest and other
expenses of approximately $57,000 compared to $170,000 for the three months
ended June 30, 2001. For the six months ended June 30, 2002, we had interest and



                                       14
<PAGE>

other expenses of approximately $247,000 compared to $378,000 for the six months
ended June 30, 2001. The decrease in interest and other expenses is attributed
to our continued paydown of our outstanding debt as well as payoff of our
capital lease obligations in 2002. Interest and other expenses consist primarily
of interest incurred on our outstanding debt and capital lease obligations.


LIQUIDITY AND CAPITAL RESOURCES

     We funded our operations through June 30, 2002 primarily through previous
private placements and public offering of equity securities and to a lesser
extent, revenue, subordinated debt and lines of credit. As of June 30, 2002, our
principal sources of liquidity included $70.9 million of cash, cash equivalents
and investments.

     Net cash used in operating activities during the six months ended June 30,
2002 was $10.2 million and was primarily attributable to a net loss of $9.0
million. Cash provided by operating activities resulted from decreases in
prepaid expenses and other assets of $205,000 and add back of non-cash items for
depreciation and amortization of $1.4 million and provision for doubtful
accounts of $13,000. Cash provided by operating activities was offset by an
increase in accounts receivable of $1.2 million and decreases in accounts
payable of $897,000 and accrued payroll and other liabilities of $802,000. The
decreases in accounts payable and accrued liabilities were attributed primarily
to cost-cutting efforts and reduced headcount. The increase in accounts
receivable is attributed primarily to receiving more orders for our products and
services during the last month of the quarter end, which generally results in
customers providing payment to us during the next quarter.

     Net cash provided by investing activities during the six months ended June
30, 2002 was $21.6 million and resulted primarily from the sale and maturities
of short-term investments of $52.7 million, offset by purchases of $30.8 million
in investments and purchases of property and equipment of $365,000. The increase
in net cash provided by investing activities resulted primarily from the
increased conversion of short-term investments to cash used to support our
operations.

     Net cash used in financing activities totaled $801,000 resulting from
repayments of debt and capital lease obligations of $1.6 million, offset by
proceeds from the issuance of common stock in connection with the exercise of
stock options and purchase of common stock through our employee stock purchase
plan of $298,000 and payment of notes receivable of $457,000.

     We believe that our current cash balances and cash flow from operations
will be sufficient to meet our working capital and capital expenditure
requirements for at least the next twelve months.


RECENT ACCOUNTING PRONOUNCEMENTS

     During April 2002, the Financial Accounting Standards Board, or FASB,
issued Emerging Issues Task Force Issue No. 01-14, or EITF 01-14, Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred. EITF 01-14 provisions require companies to characterize reimbursements
received for out-of-pocket expenses as revenue in the statement of operations.
We have historically accounted for such reimbursements as a reduction to the
cost of service revenue in our financial statements to offset the related costs
incurred. The provisions of this EITF are required to be applied to fiscal years
beginning after December 15, 2001, although early adoption is permitted.
Accordingly, we determined that the reimbursements received during the prior
fiscal years were insignificant and accordingly, we did not make any
reclassifications in our statement of operations for those years.





                                       15
<PAGE>

RISK FACTORS

     This report contains forward-looking statements within the meaning of the
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth in the following risk factors and other factors discussed elsewhere in
this report. These risk factors should be considered carefully in evaluating our
business and us.

WE HAVE A HISTORY OF LOSSES, EXPECT TO CONTINUE TO INCUR SIGNIFICANT OPERATING
EXPENSES AND LOSSES IN THE FUTURE, AND MAY NEVER ACHIEVE OR SUSTAIN
PROFITABILITY.

     We have experienced operating losses in each quarterly and annual period
since our inception in 1995, and we expect to continue to incur significant
operating expenses and losses for the foreseeable future. We cannot predict when
we will be profitable, if at all. We may never achieve future revenue growth or
achieve or sustain profitability. If we do achieve profitability in any period,
we cannot be certain that we will sustain or increase such profitability on a
quarterly or annual basis. If we continue to incur net losses and never attain
profitability, our stock price will suffer.

     We will need to generate significant additional revenue to achieve and
maintain profitability in the future. Moreover, failure to achieve and sustain
significant increases in our quarterly net sales could cause us to further
reduce our operating expenses, which would adversely impact our ability to
operate and grow our business.

OUR REVENUES MAY BE HARMED IF GENERAL ECONOMIC CONDITIONS CONTINUE TO WORSEN OR
DO NOT IMPROVE.

     Our revenues are dependent on the health of the economy and the growth of
our customers and potential future customers. If the growth of the economy
remains stagnant or declines, our customers may continue to reduce their
spending on the active service level management solutions we offer or defer
purchases of our products and solutions until general economic conditions
improve. If that happens, our revenues could suffer and our stock price may
decline. Further, if global economic conditions worsen, we may experience a
material adverse impact on our business, operating results and financial
condition.

     Our software products, solutions and services are designed for customers
that use the Internet and Internet-based technologies to conduct business. Many
companies that may require our solutions are continuing to experience a general
slowdown in business and are re-evaluating the cost of using the Internet and
Internet-based technologies to conduct business as well as the necessity to make
significant capital investments for their infrastructures. Economic slowdowns
may also adversely affect the ability of some of our customers to fulfill their
payment obligations to us in a timely manner. To the extent we are required to
write off additional accounts receivable, sales cycles lengthen or customers
cancel orders, our results of operations will be harmed.

IF THE MARKET FOR ACTIVE SERVICE LEVEL MANAGEMENT DOES NOT GROW, OUR ABILITY TO
SELL OUR PRODUCTS AND SOLUTIONS AND GROW OUR BUSINESS WILL BE HARMED.

     Our future success depends on widespread commercial acceptance of our
products and solutions. The market for active service level management solutions
is relatively new and rapidly evolving. If we are unable to educate our
potential customers, and the market in general, about the advantages of our
software-based active service level management solutions over their existing
system and network management products, our ability to sell our products and
solutions will be severely limited. Rather than utilizing comprehensive active
service level management solutions, most corporations manage their applications
and services by adding servers and interconnecting a variety of single function
management tools. In addition, our competitors offer a wide variety of products
that purport to serve the needs addressed by our products and solutions. Our
ability to increase revenue in the future depends on the extent to which our
potential customers recognize the value of our integrated active service level
management solutions. The acceptance of our products and services may also be
hindered by:


                                       16
<PAGE>

-  The reluctance of our prospective customers to replace or supplement
   their current management products, which may be supplied by more
   established vendors, with our products and solutions

-  The emergence of new technologies or industry standards, which could
   cause our products and solutions to be less competitive or become
   obsolete

     In addition, because the market for active service level management
solutions is still in an early stage of development, we cannot accurately assess
the size of the market, and we have limited insight into trends that may emerge
and affect our business. For example, we may have difficulty in predicting
customer needs, developing products and solutions that could address those needs
and establishing a distribution strategy for these products and solutions.

IF OUR RESONATE COMMANDER SOLUTIONS, RESONATE CENTRAL DISPATCH AND RESONATE
GLOBAL DISPATCH OR OTHER NEW PRODUCTS AND SOLUTIONS, PRODUCT ENHANCEMENTS OR
SERVICES FAIL TO ACHIEVE CUSTOMER ACCEPTANCE, OUR GROWTH AND REVENUE WILL BE
LIMITED.

     Our industry is characterized by rapid technological change, frequent new
product and solution introductions and enhancements, changes in customer demands
and evolving industry standards. Our existing products and solutions will be
rendered less competitive or obsolete if we fail to introduce new products,
solutions or product enhancements that anticipate the features and functionality
that customers demand or ensure that they interoperate with current and emerging
networking technologies. The success of our products and solutions will depend
on factors including:

-  Their ability to meet customer needs and expectations regarding features
   and performance

-  Our ability to accurately anticipate industry trends and changes in
   technology standards

-  Timely completion and introduction of new product designs and features

-  Our ability to provide timely and responsive maintenance and support to
   our customers who purchase products and services

     Further, because the market is new for products and solutions that
facilitate the efficient processing of data and transactions across computer
networks, potential customers in this market may be confused or uncertain about
the relative merits of these products and solutions or which products and
solutions to adopt, if any. Confusion and uncertainty in the marketplace may
inhibit customers from purchasing our products and solutions, which could limit
our revenue growth.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND MAY BE SUBJECT
TO SEASONALITY, WHICH MAY CAUSE OUR STOCK PRICE TO FALL.

     Our quarterly operating results have varied significantly in the past and
are likely to vary significantly in the future, which makes it difficult for us
to predict our future operating results. Factors that could cause our operating
results to fluctuate include:

-  General economic conditions specific to the active service level
   management industry or generally relating to information technology
   spending

-  Changes in the mix of products, solutions and services we sell

-  The timing of the development and release of enhanced versions of
   Resonate Commander Solutions, Command Modules, Resonate Central
   Dispatch and Resonate Global Dispatch, as well as future product
   enhancements and new products


                                       17
<PAGE>

-  Deferrals of customer orders in anticipation of product enhancements or
   new products and solutions

-  Announcement or market acceptance of new products or product enhancements
   offered by our competitors

-  Acceptance of our Resonate Commander Solutions

-  The mix of channels through which we sell our products and solutions

-  The timing and number of orders from companies who sell our products and
   solutions through our indirect distribution channel

-  The size and timing of large transactions may yield revenue
   fluctuations that are inconsistent with prior or subsequent periods

-  Deferrals or cancellations of orders resulting from uncertain domestic
   and international political, economic and social environments

     Because of these and possibly other factors, we believe that
period-to-period comparisons of our results of operations are not meaningful and
should not be relied upon as an indicator of our future performance. Our
operating results have been below analysts' expectations in the past and will
likely also be below the expectations of public market analysts and investors in
some future quarter or quarters. If this occurs, the price of our common stock
will probably decline.

     A delay in anticipated sales beyond the end of a particular quarter may
harm our results of operations for that quarter. We have experienced this type
of delay in the past. Furthermore, we base our decisions regarding our operating
expenses on anticipated revenue trends. Consequently, if revenue levels fall
below our expectations and the expectations of public market analysts and
investors, we may suffer unexpected losses because only a small portion of our
expenses varies with our revenue.

     We expect to experience seasonality in the sales of our software products
and solutions. For example, we expect that sales may decline during summer
months, particularly in Europe, thereby adversely affecting sales during our
third quarter. We also anticipate that sales may be lower in our first calendar
quarter due to patterns in the capital budgeting and purchasing cycles of our
current and prospective customers. These seasonal variations in our sales may
lead to fluctuations in our quarterly operating results. Furthermore, it is
difficult for us to evaluate the degree to which this seasonality may affect our
business because the recent general economic slowdown may have largely
overshadowed the seasonality impact experienced in prior periods.

OUR ABILITY TO GROW OUR BUSINESS DEPENDS UPON INCREASED DEMAND FOR OUR PRODUCTS
AND SOLUTIONS FROM CORPORATE ENTERPRISES AND THE EXTENT TO WHICH OUR PRODUCTS
AND SOLUTIONS CAN ACCOMMODATE THE NEEDS OF CORPORATE ENTERPRISES.

     We cannot assure you that corporate enterprises, which typically operate in
complicated information technology environments, will widely adopt active
service level management solutions to facilitate their system management needs.
Our ability to grow our business will depend upon the extent to which corporate
enterprises adopt active service level management solutions. Moreover, if
corporate enterprises require significantly different product features from
active service level management solutions, whether as a result of choosing to
outsource some or all of their applications to application service providers or
otherwise, we will be required to enhance or modify our products and solutions.
As a result, we could incur delays in introducing enhanced or modified versions
of our products and solutions, delays in capturing enterprise customers and
significant expenses. Any of these alternatives will limit our ability to grow
our business and could result in higher net losses.


                                       18
<PAGE>

OUR SALES CYCLE IS LENGTHY AND UNPREDICTABLE, INVOLVING SIGNIFICANT EXPENSE AND
EFFORT BY US IN ADVANCE OF PRODUCT ORDERS, AND MAY CAUSE OUR OPERATING RESULTS
TO FLUCTUATE, WHICH COULD RESULT IN VOLATILITY IN OUR STOCK PRICE.

     The typical sales cycle of our active service level management products and
solutions can be lengthy and unpredictable and involves significant capital
investment decisions by prospective customers, as well as education of potential
customers regarding the benefits of our software-based solutions. The sales
cycle for our products and solutions has ranged from one to three months for
sales to smaller customers to up to one year or more for sales to large,
established enterprises. As we increasingly target enterprise customers, we
expect our average sales cycle to lengthen. Since enterprise customers are
generally larger, significant purchases require more levels of approval, which
increases the sales cycle for our products and solutions. If sales forecasted
from specific customers for a particular quarter are not realized in that
quarter, we may be unable to compensate for the revenue shortfall causing our
operating results to vary significantly from quarter to quarter. A significant
variation in our quarterly results could result in volatility in our stock
price.

     Customers frequently begin by evaluating our products and solutions on a
limited basis before deciding to purchase them. Generally, customers consider a
wide range of issues before committing to purchase our products and solutions,
including benefits, ability to operate with their networking equipment and
product reliability. While potential customers are evaluating a purchase of our
products and solutions, we may incur substantial sales and marketing expenses
and expend significant management effort. The result of making these
expenditures with no corresponding revenue in any given quarter could further
exacerbate quarterly fluctuations in our financial performance and our stock
price volatility.

WE DERIVE SUBSTANTIALLY ALL OF OUR REVENUE THROUGH THE SALE OF UPFRONT LICENSES
OF OUR SOFTWARE PRODUCTS AND SOLUTIONS, AND ALTERNATIVE BUSINESS MODELS EMPLOYED
BY OUR COMPETITORS COULD ERODE OUR PRODUCT PRICING.

     If alternative methods of delivering the capabilities of our software
products and solutions are developed by our competitors, they may substantially
erode the price which we can charge for our products and solutions. These
alternative methods may include bundling these capabilities through a
subscription model, among other possible methods.

     We compete in the traffic management market against vendors of hardware
products. As the prices of the hardware products are reduced over time, the
prices for our software products and solutions could become less competitive,
and the ensuing competition could also erode the price we can charge for our
products and solutions.

OUR MARKETS ARE HIGHLY COMPETITIVE, OUR CUSTOMERS MAY CHOOSE TO PURCHASE OUR
COMPETITORS' PRODUCTS, AND WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO COMPETE
EFFECTIVELY.

     Our markets are new, rapidly evolving and highly competitive, and we expect
competition to persist and intensify in the future. Although our Resonate
Commander Solutions has features and capabilities that no individual competitor
offers, principal competitors are the systems and network management product
providers including Tivoli Systems, BMC Software, Mercury Interactive,
Micromuse, Precise Software, Dirig Software, Wily Technology and others. We
cannot assure you that potential customers will choose our product over those of
our competitors. As these providers enhance their products and solutions to
target the needs and requirements of Internet deployed applications, potential
customers may choose their products over ours. In addition, many of our
competitors in the systems and network management market are larger companies
with greater financial and technical resources and more established brand
recognition. We may lose potential customers to our competitors if customers
prefer to make significant infrastructure purchases with larger vendors rather
than a smaller company like ours.

     Our principal competitors for our Resonate Central Dispatch and Resonate
Global Dispatch products include Cisco Systems, F5 Networks, Foundry Networks,
Nortel Networks and other server load balancing and traffic management product
suppliers. We expect to continue to face additional competition as new
participants enter the service level management market. In addition, companies



                                       19
<PAGE>

with greater resources and more established brand recognition and sales channels
may form alliances or acquire competing traffic management solutions and emerge
as significant competitors.

     Potential competitors have bundled their products and incorporated a load
balancing or traffic management capability into their existing products in a
manner that discourages users from purchasing our products. Our competitors have
also significantly reduced their prices and have forced us to match their price
reductions in order to remain competitive in some cases. Further price
reductions could significantly lower our revenue and increase our operating
losses.

     Our competitors may respond more quickly to emerging technologies than we
do. We may lose customers to competitors if we are not able to respond to
requests for additional features in a timely fashion. We may not be able to
maintain or improve our competitive position against current or potential
competitors, especially those with greater resources.

IF WE DO NOT DEVELOP OUR DIRECT AND INDIRECT SALES CHANNELS EFFECTIVELY, OUR
ABILITY TO SUSTAIN OR INCREASE OUR SALES WILL BE HARMED.

     In order to increase the sales of our products, solutions and services, we
need to develop our direct and indirect sales channels effectively. If we are
unable to develop both our direct and indirect sales channels effectively, our
ability to increase revenue could be seriously harmed. In North America, we
currently sell our products and solutions directly and indirectly through
companies with whom we have established sales channel relationships. Outside
North America, we derive a significant portion of our revenue through our
indirect sales channels.

     Our sales and distribution strategy depends principally on:

-  Developing our direct sales organization by providing adequate training
   and technical marketing materials

-  Developing our indirect sales and distribution channels by establishing
   relationships with leading server system vendors, independent software
   vendors, value-added resellers and systems integrators

     If we fail to develop and maintain relationships with significant server
system vendors, independent software vendors, value-added resellers and systems
integrators, or if these third parties are not successful in their sales efforts
or if we fail to develop our direct sales organization effectively, sales of our
products, solutions and services may decrease or fail to increase.

OUR BUSINESS IN INTERNATIONAL MARKETS MAY NOT SUCCEED AND WILL EXPOSE US TO
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND RESULT IN HIGHER PERSONNEL
COSTS.

     Outside of North America, we have only limited experience in marketing,
selling and supporting our products and solutions internationally. Prior to
1998, we had no revenue from sales to customers located outside North America.
Sales to customers located outside North America represented 3% of our total
revenue for the three months ended June 30, 2002 and 8% of our total revenue for
the three months ended June 30, 2001. Sales to customers located outside North
America represented 6% of our total revenue for the six months ended June 30,
2002 and 10% of our total revenue for the six months ended June 30, 2001.

     In order to increase our international sales, we intend to develop our
relationships with third parties who sell our products and solutions
internationally. Our investment in developing our international sales efforts
may not result in an increase in our revenue. We may not be able to achieve
positive operating margins for international sales in the near future. Our
efforts to increase our international sales could also be affected by a number
of risks and uncertainties, including:

-  The difficulties and significant costs of establishing and maintaining
   relationships with third parties who understand our products and can
   effectively sell to potential international customers


                                       20
<PAGE>

-  Unexpected changes in regulatory requirements

-  Legal uncertainties regarding liability, export and import restrictions,
   tariffs and other trade barriers

-  Reduced protection of intellectual property in other countries

-  Longer collection cycles and increased difficulty in collecting delinquent
   or unpaid accounts

-  Fluctuations in the value of the U.S. dollar relative to other currencies

-  Potentially adverse tax consequences

-  Political and economic instability

Any of these factors could impair our ability to operate effectively in
international markets and generate significant revenue.

OUR INTELLECTUAL PROPERTY COULD BE USED BY OTHERS WITHOUT OUR CONSENT BECAUSE
PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED.

     We rely on a combination of patent, copyright, trademark and trade secret
laws and restrictions on disclosure to protect our intellectual property rights.
We also enter into confidentiality agreements with our employees and consultants
and confidentiality and/or license agreements with our corporate partners, and
control access to and distribution of our software, documentation and other
proprietary information. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use our
products or technology. In addition, other parties may breach confidentiality
agreements or other protective contracts we have entered into, and we may not be
able to enforce our rights in the event of these breaches. Any actions taken by
us to enforce our intellectual property rights could result in significant
expense to us and the diversion of management time and other resources.

     In September 2000, we filed a lawsuit for patent infringement against
Alteon Websystems, which has since been acquired by Nortel Networks. This action
has required us to expend significant financial resources to protect our
intellectual property, and has consumed valuable management time. In November
2001, the United States District Court, Northern District of California, issued
a claim construction ruling that we believe prevents us from prevailing in the
case. The case is currently on appeal. We will continue to expend financial
resources as the case proceeds.

     Monitoring use of our products and solutions is difficult and we cannot be
certain that the steps we have taken will prevent unauthorized use of our
technology, particularly in foreign countries where the laws may not protect our
proprietary rights as fully as in the United States.

WE DEPEND ON OUR KEY PERSONNEL AND LOSS OF ANY KEY PERSONNEL MAY HARM OUR
BUSINESS AND RESULTS OF OPERATIONS.

     Our success depends to a significant degree upon the continued
contributions of our key management, product development, sales and marketing
and finance personnel, many of whom would be difficult to replace. If we were to
lose the services of key personnel, we may not be able to successfully execute
our new product strategies, sales and marketing initiatives and financial
business models. In particular, we rely on our President and Chief Executive
Officer, Peter Watkins. If we were to lose the services of Mr. Watkins, our
business and results of operations could be harmed. Other than Mr. Watkins, we
do not maintain employment agreements for any of our key personnel. We do not
maintain key person life insurance for any of our personnel.


                                       21
<PAGE>

IF WE CONTINUE TO USE SUBSTANTIAL AMOUNTS OF CASH, WE MAY NOT BE ABLE TO RAISE
ADDITIONAL FUNDS TO FUND OUR OPERATIONS AND MEET OUR FUTURE CAPITAL
REQUIREMENTS.

     Because our business operations currently use more cash than we generate,
the cash used each quarter substantially reduces the cash available to fund our
operations and future capital requirements. If we need additional cash to fund
our operations or capital requirements, we may need to issue additional debt,
convertible debt or equity securities. In addition, the current unfavorable
market for equity or debt financing makes it increasingly difficult to raise
additional funding. If we do not achieve positive cash flow from our operations
and future financing is not available, or is not available on acceptable terms,
we may not be able to fund our continuing operations.

THE DEVELOPMENT OF NEW OPERATING SYSTEMS, THE EMERGENCE OF NEW NETWORK STANDARDS
OR THE DISCONTINUATION OF SUPPORT FOR A GIVEN STANDARD COULD CAUSE OUR PRODUCTS
TO BECOME OBSOLETE, LESS COMPETITIVE OR REQUIRE US TO REDESIGN OUR PRODUCTS.

     The products we currently offer operate on Solaris, Windows NT, Windows
2000, AIX and Linux operating systems, and features of our products are
dependent upon the network standards used by a customer. If new operating
systems are developed or new network standards emerge, our failure to modify our
products in a timely or cost effective manner could limit our potential customer
base, which would adversely affect our ability to increase our revenue.
Furthermore, we will need to modify our products or develop new versions of our
products as new versions of operating systems are developed. Similarly, if we
decide to discontinue support of a given standard, those customers or potential
customers who utilize that standard may be unable or unwilling to buy our
solutions. If we fail to continue to develop new products to respond to changes
in computer networks and operating systems, or if we discontinue support of an
operating system, our ability to grow our business will suffer.

UNDETECTED SOFTWARE ERRORS IN OUR PRODUCTS COULD HARM OUR REPUTATION AND CAUSE
US TO INCUR SIGNIFICANT WARRANTY AND REPAIR COSTS.

     Software products frequently contain undetected errors when first
introduced or as new versions are released. We have experienced these errors in
the past in connection with new products and product upgrades. We expect that
these errors will be found from time to time in new or enhanced products after
commencement of commercial shipments. These problems may cause us to incur
significant warranty and repair costs, divert the attention of our engineering
personnel from our product development efforts and cause significant customer
relations problems.

BECAUSE OUR PRODUCTS COULD INTERFERE WITH THE OPERATIONS OF OUR CUSTOMERS' OTHER
SOFTWARE APPLICATIONS, WE MAY BE SUBJECT TO POTENTIAL PRODUCT LIABILITY AND
WARRANTY CLAIMS BY THESE CUSTOMERS, WHICH MAY BE COSTLY AND MAY NOT BE
ADEQUATELY COVERED BY INSURANCE.

     Our products are integrated with our customers' networks and software
applications. The sale and support of our products may entail the risk of
product liability or warranty claims. Any of these claims, even if not
meritorious, could result in costly litigation or divert management's attention
and resources. Although we carry general liability insurance, our current
insurance coverage would likely be insufficient to protect us from all the
liability that may be imposed under these types of claims. A material product
liability claim may seriously harm our results of operations.

OUR PRODUCTS MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND
RESULTING CLAIMS AGAINST US COULD BE COSTLY AND REQUIRE US TO ENTER INTO
DISADVANTAGEOUS LICENSE AND ROYALTY ARRANGEMENTS.

     Our industry is characterized by the existence of a large number of patents
and frequent litigation based on allegations of patent infringement and the
violation of other intellectual property rights. We may be subject to legal
proceedings and claims for alleged infringement by us or our licensees of third
party proprietary rights, such as patents, trademarks or copyrights, from time
to time in the ordinary course of business. Any claims relating to the
infringement of third party proprietary rights, even if not meritorious, could
result in costly litigation, divert management's attention and resources, or



                                       22
<PAGE>

require us to enter into royalty or license agreements that are not advantageous
to us. In addition, parties making these claims may be able to obtain an
injunction, which could prevent us from selling our products and solutions in
the United States or abroad. Any of these results could harm our business. We
may increasingly be subject to infringement claims as the number of products and
competitors in our industry grows and functionalities of products overlap.
Former employers of our current and future employees may assert that our
employees have improperly disclosed confidential or proprietary information to
us.

OUR PRODUCTS INCORPORATE THE JAVA RUN TIME ENVIRONMENT, WHICH WE LICENSE FROM
SUN MICROSYSTEMS, AND OUR PRODUCT SHIPMENTS COULD BE DELAYED IF THAT SOFTWARE IS
NO LONGER AVAILABLE TO US.

     Our products incorporate the Java run time environment, which we license
from Sun Microsystems. This third party software may not continue to be
available to us on commercially reasonable terms. If we cannot maintain our
license to Sun's Java run time environment, shipments of our products could be
delayed until we could develop or license software to replace the functionality
provided by this license and integrate that software into our products. Delays
in product shipments could harm our revenue.

A DISASTER COULD SEVERELY DAMAGE OUR OPERATIONS BECAUSE WE DO NOT HAVE A
SEPARATE GEOGRAPHICALLY LOCATED BACKUP SYSTEM.

     All of our primary computer systems are located in our principal
headquarters in Sunnyvale, California. Sunnyvale exists on or near a known
earthquake fault zone. Although our facility which hosts our computer systems is
designed to be fault tolerant, the system is vulnerable to damage from fire,
floods, earthquakes, power loss, telecommunications failures, acts of terrorism
and similar events. Although we maintain general business insurance against
fires, floods and some general business interruptions, there can be no assurance
that the amount of coverage will be adequate in any particular case.

OUR EXECUTIVE OFFICERS, DIRECTORS AND 5% STOCKHOLDERS AND THEIR AFFILIATES ARE
ABLE TO EXERCISE SIGNIFICANT CONTROL OVER ALL MATTERS REQUIRING STOCKHOLDER
APPROVAL.

     As of July 31, 2002, our executive officers, directors and 5% stockholders
and their affiliates beneficially own, in the aggregate, approximately 59.7% of
our outstanding common stock. As a result, these stockholders are able to
exercise significant control over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions, which may have the effect of delaying or preventing a third party
from acquiring control over us even if our other stockholders believe that it is
desirable.

WE ARE AT RISK OF SECURITIES CLASS ACTION LITIGATION DUE TO OUR STOCK PRICE
VOLATILITY.

     The market price of our common stock has fluctuated and may continue to
fluctuate significantly in response to a number of factors such as changes in
accounting rules and regulations, market trends, recommendations from analysts
and company performance, some of which are beyond our control. In the past,
securities class action litigation has often been brought against a company
following periods of volatility in the market price of its securities. We may,
in the future, be the target of similar litigation. Regardless of its outcome,
securities litigation may result in substantial costs and divert management's
attention and resources, which could harm our business and results of
operations.

     In December 2001, a putative securities class action lawsuit was filed in
the United States District Court for the Southern District of New York against
us, certain investment bank underwriters for our initial public offering
("IPO"), and various of our officers and directors. The lawsuit, captioned In re
Resonate Inc. Initial Public Offering Securities Litigation, Civil Action No.
01-CV-11245, generally alleges undisclosed and improper practices by the
underwriters concerning the allocation of our IPO shares, in violation of
federal securities laws, and seeks unspecified damages on behalf of persons who
purchased our stock during the period from August 2, 2000 to December 6, 2000.
The Court has appointed a lead plaintiff for the consolidated cases. On April
19, 2002, plaintiffs filed an amended complaint. Other actions have been filed
making similar allegations regarding the IPOs of more than 300 other companies.
All of these have been coordinated for pretrial purposes as In re Initial Public



                                       23
<PAGE>

Offering Securities Litigation, Civil Action No. 21-MC-92. Defendants in these
cases have filed omnibus motions to dismiss. We believe we have meritorious
defenses to the claims against us and will defend ourselves vigorously.

A SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE OUR STOCK
PRICE TO DECLINE.

     If our stockholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options, the market price of our
common stock may fall. In addition, such sales could create the perception to
the public of difficulties or problems with our products and solutions. As a
result, these sales might also make it more difficult for us to sell equity or
equity-related securities in the future at a time and price that we deem
appropriate.

WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT DILUTE OUR STOCKHOLDERS, CAUSE US TO
INCUR DEBT OR ASSUME CONTINGENT LIABILITIES.

     We may acquire businesses, products or technologies that we believe may
complement our current product offerings, augment our market coverage or enhance
our technical capabilities, or that may otherwise offer growth opportunities.
While we have no current agreements with respect to any acquisitions, we may
acquire businesses, products or technologies in the future. We may not be able
to successfully integrate any businesses, products, technologies, or personnel
that we might acquire in the future, and our failure to do so could harm our
business. Furthermore, we may issue equity securities to pay for any future
acquisitions which could be dilutive to our existing stockholders.

WE HAVE BROAD DISCRETION TO USE THE PROCEEDS FROM OUR INITIAL PUBLIC OFFERING
AND MAY NOT USE THE PROCEEDS EFFECTIVELY.

     The net proceeds from our initial public offering, which closed in August
2000, were not allocated for specific uses other than working capital and
general corporate purposes. Thus, our management has broad discretion over how
these proceeds are used and could spend most of these proceeds in ways with
which our stockholders may not agree. As of June 30, 2002, we used approximately
$17.1 million of the proceeds from our initial public offering, of which $1.6
million was used to repurchase our common stock and $15.5 million was used for
working capital purposes.

PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY DELAY OR PREVENT AN
ACQUISITION OF OUR COMPANY.

     Our certificate of incorporation and bylaws contain provisions which could
make it harder for a third party to acquire us without the consent of our board
of directors. For example, if a potential acquiror were to make a hostile bid
for us, the acquiror would not be able to call a special meeting of stockholders
to remove members of our board of directors or act by written consent without a
meeting. In addition, our directors have staggered terms, which makes it
difficult to remove all of our directors at once. The acquiror would also be
required to provide advance notice of its proposal to remove directors at an
annual meeting. The acquiror also will not be able to cumulate votes at a
meeting, which will require the acquiror to hold more shares to gain
representation on our board of directors than if cumulative voting were
permitted.

     Our board of directors also has the ability to issue preferred stock which
would significantly dilute the ownership of a hostile acquiror. In addition,
Section 203 of the Delaware General Corporation Law limits business combination
transactions with 15% stockholders that have not been approved by the board of
directors. These provisions and other similar provisions make it more difficult
for a third party to acquire us without negotiation. These provisions may apply
even if the offer may be considered beneficial to some stockholders.

     Our board of directors could choose not to negotiate with an acquiror that
it does not feel is in the strategic interests of Resonate. If the acquiror was
discouraged from offering to acquire us or prevented from successfully
completing a hostile acquisition by the anti-takeover measures, our stockholders
could lose the opportunity to sell their shares at a favorable price.


                                       24
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     To date, all of our recognized revenue has been denominated in U.S. dollars
and primarily from customers in the United States, and our exposure to foreign
currency exchange rate changes has been immaterial. We expect, however, that an
increasing percentage of our future product and services revenue may come from
international markets and may be denominated in the currency of the applicable
market. As a result, our operating results may become subject to significant
fluctuations based upon changes in the exchange rates of some currencies in
relation to the U.S. dollar. Although we will continue to monitor our exposure
to currency fluctuations, and when appropriate, may use financial hedging
techniques in the future to minimize the effect of these fluctuations, we cannot
assure you that exchange rate fluctuations will not adversely affect our
financial results in the future.

     We maintain an investment portfolio of various issuers, types and
maturities. Our investment portfolio consists of both fixed and variable rate
financial instruments. We purchase only high-grade investments rated A or above
with original maturities of no more than thirteen months. These securities are
classified as available-for-sale, and consequently, are recorded on the balance
sheet at fair value. The average original maturity of investments in our
portfolio was approximately 357 days and the average remaining maturity of
investments in our portfolio was approximately 210 days as of June 30, 2002. At
any time, a sharp rise in interest rates could seriously harm the fair value of
our investment portfolio. Conversely, declines in interest rates could seriously
decrease the interest income from our investment portfolio. Currently, we do not
hedge these interest rate exposures.

     As of June 30, 2002, we had total short-term debt outstanding of $1.0
million, which bears interest at rates that are tied to the prime rate.
Therefore, we are subject to exposure to interest rate risk for these borrowings
based on fluctuations in the prime rate. Based upon the outstanding indebtedness
under these arrangements, an increase in the prime rate of 0.5% would cause a
corresponding increase in our annual interest expense of approximately $5,000.


PART II:     OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On September 12, 2000, we filed a complaint for patent infringement against
Alteon Web Systems, Inc. in the United States District Court, Northern District
of California for permanent injunctive relief and damages. We believe Alteon
infringes United States Letters Patent No. 5,774,660, entitled "World-Wide Web
Server With Delayed Resource-Binding For Resource-Based Load Balancing On A
Distributed Resource Multi-Node Network," which was issued to us on June 30,
1998. Alteon served its answer to our complaint in October 2000, in which Alteon
denied our allegations and counterclaimed that our patent is invalid. In October
2000, Alteon was acquired by Nortel Networks Corporation. In November 2001, the
Court issued a claim construction ruling that we believe prevents us from
prevailing in the case. In December 2001, we entered into a stipulated judgment
of non-infringement and, in January 2002, filed a notice of appeal. The appeal
is currently pending.

     In December 2001, a putative securities class action lawsuit was filed in
the United States District Court for the Southern District of New York against
us, certain investment bank underwriters for our initial public offering
("IPO"), and various of our officers and directors. The lawsuit, captioned In re
Resonate Inc. Initial Public Offering Securities Litigation, Civil Action No.
01-CV-11245, generally alleges undisclosed and improper practices by the
underwriters concerning the allocation of our IPO shares, in violation of
federal securities laws, and seeks unspecified damages on behalf of persons who
purchased our stock during the period from August 2, 2000 to December 6, 2000.
The Court has appointed a lead plaintiff for the consolidated cases. On April
19, 2002, plaintiffs filed an amended complaint. Other actions have been filed
making similar allegations regarding the IPOs of more than 300 other companies.
All of these have been coordinated for pretrial purposes as In re Initial Public



                                       25
<PAGE>

Offering Securities Litigation, Civil Action No. 21-MC-92. Defendants in these
cases have filed omnibus motions to dismiss. We believe we have meritorious
defenses to the claims against us and will defend ourselves vigorously.

     In January 2002, we received a Demand for Arbitration from the individual
who transferred the domain name "resonate.com" to the Company in 1998. The
Demand for Arbitration alleges, among other things, that we breached our
obligations pursuant to our agreement with the individual by providing her with
"restricted stock" rather than stock that was not encumbered with any
restrictions. As a consequence, this individual alleges that she was unable to
sell her Resonate stock when it was trading at its highest price, and that she
is entitled to damages or, alternatively, to the return of her domain name and
additional payments by us for our prior use of the domain name. This dispute is
currently pending before the American Arbitration Association and a hearing date
has been set for January 2003. Although there can be no assurances that we will
prevail in the arbitration, we believe that we have meritorious defenses to the
claims asserted against us in the Demand for Arbitration and intend to defend
this action vigorously.

     We are also involved in disputes in the ordinary course of business. We do
not believe that the outcome of any of these disputes will have a material
effect on our business, financial condition or results of operations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     The net proceeds from our initial public offering, which closed in August
2000, were not allocated for specific uses other than working capital and
general corporate purposes. As of June 30, 2002, of the proceeds from our
initial public offering in August 2000, we used $1.6 million for the repurchase
of 700,000 shares of our common stock and $15.5 million for working capital
purposes.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
       None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       No matters were submitted to a vote of security holders during the three
months ended June 30, 2002.

ITEM 5.  OTHER INFORMATION
       Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 (a) Exhibits

3.1(1) Restated Certificate of Incorporation of the Registrant.
3.2(2) Bylaws of the Registrant, as amended on January 24, 2002.
4.1(1) Form of Specimen Certificate for Registrant's common stock.
99.1   CEO and CFO Certification

---------------------------
(1)  Incorporated by reference to the registrant's registration statement on
     Form S-1 (File No. 333-31730), declared effective August 2, 2000.
(2)  Incorporated by reference to the registrant's annual report on
     Form 10-K (File No. 000-31139) filed with the Securities and
     Exchange Commission on March 28, 2002.

 (b) Reports on Form 8-K

       We did not file any reports on Form 8-K during the three months ended
June 30, 2002.



                                       26
<PAGE>

                                   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.

                                     RESONATE INC.



Date: August 9, 2002              /s/Peter R. Watkins
                                  --------------------------------------------
                                  Peter R. Watkins
                                  President and Chief Executive Officer


                                  /s/Robert C. Hausmann
                                  --------------------------------------------
                                  Robert C. Hausmann
                                  Vice President and Chief Financial Officer




                                       27
<PAGE>



INDEX TO EXHIBITS


Exhibit
Number     Description
------     -----------

3.1(1) Restated Certificate of Incorporation of the Registrant.
3.2(2) Bylaws of the Registrant, as amended on January 24, 2002.
4.1(1) Form of Specimen Certificate for Registrant's common stock.
99.1   CEO and CFO Certification

---------------------------
(1)  Incorporated by reference to the registrant's registration statement
     on Form S-1 (File No. 333-31730), declared effective August 2, 2000.
(2)  Incorporated by reference to the registrant's annual report on
     Form 10-K (File No. 000-31139) filed with the Securities and
     Exchange Commission on March 28, 2002.




                                       28