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: March 31, 2003

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

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

                  400 Cochrane Circle, Morgan Hill, CA 95037
                   (Address of principal executive offices)


                 Registrant's telephone number: (800) 472-7466






Item 9.  Regulation FD Disclosure

(a) Certification of Annual Report by Chief Executive Officer.

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of GraphOn Corporation (the
"Company") on Form 10-K for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Robert
Dilworth, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:

   (1) The Report fully complies with the requirements of section 13(a) or 15(d)
   of the Securities Exchange Act of 1934; and

   (2) The information contained in the Report fairly presents, in all material
   respects, the financial condition and result of operations of the Company.

                                       /s/ Robert Dilworth
                                       -------------------
                                       Robert Dilworth
                                       Chief Executive Officer (Interim)
                                       March 31, 2003






(b) Certification of Quarterly Report by Chief Financial Officer.


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of GraphOn Corporation (the
"Company") on Form 10-K for the period ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
William Swain, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

   (1) The Report fully complies with the requirements of section 13(a) or 15(d)
   of the Securities Exchange Act of 1934; and

   (2) The information contained in the Report fairly presents, in all material
   respects, the financial condition and result of operations of the Company.

                                       /s/ William Swain
                                       -----------------
                                       William Swain
                                       Chief Financial Officer
                                       March 31, 2003








                                     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:     March 31, 2003                 GRAPHON CORPORATION
                                          (Registrant)

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