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: August 21, 2002



                               GRAPHON CORPORATION
             (Exact name of Registrant as specified in its charter)



        Delaware                    0-21683                    13-3899021
(State of incorporation)     (Commission File No.)           (IRS Employer
                                                        Identification Number)



               400 Cochrane Circle, Morgan Hills, California 95037
                    (Address of principal executive offices)


                  Registrant's telephone number: (408) 201-7100



ITEM 5.  OTHER EVENTS

     On August 21, 2002,  we announced  that we had entered into an agreement to
acquire  three  privately-held,  affiliated  entities in the  telecommunications
industry.  A copy of the press  release is attached as Exhibit 99.1 to this Form
8-K.


ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial Statements - None

(b)      Pro Forma Financial Information - None

(c)      Exhibits:

    EXHIBIT NO.                           DESCRIPTION

        99.1                  Press Release dated August 21, 2002




                                   SIGNATURES

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

Dated:   August 21, 2002           GRAPHON CORPORATION
                                   (Registrant)

                                   By:       /s/William Swain
                                             ------------------------------
                                             William Swain
                                             Chief Financial Officer