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



                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):

                                DECEMBER 10, 2004



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

             NEW JERSEY                  0-30121             22-2050748
    (State or other jurisdiction of    (Commission        (I.R.S. Employer
     incorporation or organization)     File Number)      Identification No.)

1020 BRIGGS ROAD, MOUNT LAUREL, NEW JERSEY                      08054
(Address of principal executive offices)                      (Zip Code)

                                 (856) 787-2700
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13a-4(c))




ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

               Ulticom, Inc. grants various awards to its directors, employees
and consultants under various Stock Incentive Compensation Plans. A form of
award grant is attached hereto as an exhibit and is hereby incorporated by
reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

The following exhibit is filed as part of this Report:

    Exhibit No.     Description
    -----------     -----------

     10.11          Form of Agreement evidencing a grant of Stock Options under
                    the Ulticom, Inc. Stock Incentive Compensation Plans.








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                                  SIGNATURES
                                  ----------

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

                                       ULTICOM, INC.



                                       By:   /s/ Mark Kissman
                                             -----------------------------------
                                             Name:   Mark Kissman
                                             Title:  Vice President of Finance
                                                     and Chief Financial Officer

Dated:  December 10, 2004






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                                  EXHIBIT INDEX

    Exhibit No.     Description
    -----------     -----------

       10.11        Form of Agreement evidencing a grant of Stock Options under
                    the Ulticom, Inc. Stock Incentive Compensation Plans.











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