================================================================================

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

FORM 10-Q

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

FOR THE QUARTER ENDED SEPTEMBER 30, 2004

COMMISSION FILE NUMBER 000-21129

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

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

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

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

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). YES X NO
--- ---

Indicate the number of shares outstanding of the issuer's common stock as of
October 29, 2004:

CLASS NUMBER OF SHARES OUTSTANDING
----- ----------------------------
Common Stock, par value 22,783,480 shares
$0.01 per share

================================================================================

AWARE, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets as of
September 30, 2004 and December 31, 2003.................... 3

Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2004
and September 30, 2003...................................... 4

Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2004
and September 30, 2003...................................... 5

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

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

Item 3. Quantitative and Qualitative Disclosures about
Market Risk................................................. 22

Item 4. Controls and Procedures..................................... 22

PART II OTHER INFORMATION

Item 1. Legal Proceedings........................................... 23

Item 6. Exhibits ................................................... 24

Signatures.................................................. 24

PART I. FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
AWARE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
2004 2003
----------------- ----------------

ASSETS
Current assets:
Cash and cash equivalents................................................ $24,886 $19,504
Short-term investments................................................... 8,284 15,547
Accounts receivable, net................................................. 3,851 2,449
Inventories.............................................................. 5 48
Prepaid expenses and other assets........................................ 513 563
----------------- ----------------
Total current assets 37,539 38,111
----------------- ----------------

Property and equipment, net................................................... 8,327 8,921
Investments................................................................... 3,770 3,913
Other assets, net............................................................. - 79
----------------- ----------------

Total assets....................................................... $49,636 $51,024
================= ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable........................................................ $647 $261
Accrued expenses ........................................................ 139 136
Accrued compensation .................................................... 639 439
Accrued professional..................................................... 107 77
Deferred revenue......................................................... 160 471
----------------- ----------------
Total current liabilities........................................ 1,692 1,384
----------------- ----------------

Stockholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized,
none outstanding................................................. - -
Common stock, $.01 par value; 70,000,000 shares authorized; issued
and outstanding, 22,783,480 in 2004 and 22,750,294 in 2003...... 228 228
Additional paid-in capital.............................................. 77,495 77,400
Accumulated deficit.................................................... (29,779) (27,988)
----------------- ----------------
Total stockholders' equity...................................... 47,944 49,640
----------------- ----------------

Total liabilities and stockholders' equity....................... $49,636 $51,024
================= ================

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

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

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2004 2003 2004 2003
--------------- -------------- --------------- --------------

Revenue:
Product sales....................................... $977 $1,431 $3,228 $2,727
Contract revenue.................................... 2,556 691 5,625 2,213
Royalties........................................... 1,028 933 3,035 2,879
--------------- -------------- --------------- --------------
Total revenue..................................... 4,561 3,055 11,888 7,819

Costs and expenses:
Cost of product sales............................... 198 293 730 629
Cost of contract revenue............................ 676 447 1,996 998
Research and development............................ 2,511 2,962 7,685 9,513
Selling and marketing............................... 521 637 1,792 1,837
General and administrative.......................... 634 598 1,857 1,857
--------------- -------------- --------------- --------------
Total costs and expenses........................... 4,540 4,937 14,060 14,834

Income (loss) from operations........................... 21 (1,882) (2,172) (7,015)
Interest income......................................... 143 136 381 463
--------------- -------------- --------------- --------------

Income (loss) before provision for income taxes......... 164 (1,746) (1,791) (6,552)
Provision for income taxes.............................. - - - -
--------------- -------------- --------------- --------------

Net income (loss)....................................... $164 ($1,746) ($1,791) ($6,552)
=============== ============== =============== ==============

Net income (loss) per share - basic .................. $0.01 ($0.08) ($0.08) ($0.29)
Net income (loss) per share - diluted................. $0.01 ($0.08) ($0.08) ($0.29)

Weighted average shares - basic ........................ 22,784 22,718 22,767 22,707
Weighted average shares - diluted....................... 22,837 22,718 22,767 22,707

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

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

NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------
2004 2003
---------------- ----------------

Cash flows from operating activities:
Net loss................................................... ($1,791) ($6,552)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization............................. 789 1,147
Provision for doubtful accounts........................... - (75)
Increase (decrease) from changes in assets and
liabilities:
Accounts receivable.................................. (1,402) 94
Inventories.......................................... 43 (255)
Prepaid expenses..................................... 50 (67)
Accounts payable..................................... 386 29
Accrued expenses..................................... 233 (340)
Deferred revenue..................................... (311) (54)
---------------- ----------------
Net cash used in operating activities............ (2,003) (6,073)
---------------- ----------------

Cash flows from investing activities:
Purchases of property and equipment....................... (116) (169)
Sales of investments...................................... 17,111 9,016
Purchases of investments.................................. (9,705) (8,864)
---------------- ----------------
Net cash provided by (used in) investing
activities..................................... 7,290 (17)
---------------- ----------------

Cash flows from financing activities:
Proceeds from issuance of common stock................... 95 37
---------------- ----------------
Net cash provided by financing activities......... 95 37
---------------- ----------------

Increase (decrease) in cash and cash equivalents.............. 5,382 (6,053)
Cash and cash equivalents, beginning of period................ 19,504 25,268
---------------- ----------------

Cash and cash equivalents, end of period...................... $24,886 $19,215
================ ================

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

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

A) BASIS OF PRESENTATION

The accompanying unaudited consolidated balance sheet, statements of
operations, and statements of cash flows reflect all adjustments
(consisting only of normal recurring items) which are, in the opinion of
management, necessary for a fair presentation of financial position at
September 30, 2004, and of operations and cash flows for the interim
periods ended September 30, 2004 and 2003.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and therefore
do not include all information and footnotes necessary for a complete
presentation of our financial position, results of operations and cash
flows, in conformity with generally accepted accounting principles. We
filed audited financial statements which included all information and
footnotes necessary for such presentation for the three years ended
December 31, 2003 in conjunction with our 2003 Annual Report on Form
10-K.

The results of operations for the interim period ended September 30,
2004 are not necessarily indicative of the results to be expected for
the year.

B) INVENTORY

Inventory consists of the following (in thousands):

SEPTEMBER 30, DECEMBER 31,
2004 2003
--------------- ---------------

Raw materials........................ $5 $48
=============== ===============

C) COMPUTATION OF EARNINGS PER SHARE

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

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

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------

Net income (loss)................................. $164 ($1,746) ($1,791) ($6,552)

Weighted average common shares outstanding........ 22,784 22,718 22,767 22,707
Additional dilutive common stock equivalents...... 53 - - -
------------- ------------- ------------- -------------
Diluted shares outstanding ....................... 22,837 22,718 22,767 22,707
============= ============= ============= =============

Net income (loss) per share - basic.............. $0.01 ($0.08) ($0.08) ($0.29)
Net income (loss) per share - diluted............. $0.01 ($0.08) ($0.08) ($0.29)

For the three month period ended September 30, 2003, potential common
stock equivalents of 22,537 were not included in the per share
calculation for diluted EPS, because we had net losses and the effect of
their inclusion would be anti-dilutive. For the nine month periods ended
September 30, 2004 and 2003, potential common stock equivalents of
227,801 and 3,267, respectively, were not included in the per share
calculation for diluted EPS, because we had net losses and the effect of
their inclusion would be anti-dilutive. For the three month periods
ended September 30, 2004 and 2003, options to purchase 3,234,406 and
489,785 shares of common stock, respectively, were outstanding, but were
not included in the computation of diluted EPS because the options'
exercise prices were greater than the average market price of the common
stock and thus would be anti-dilutive. For the nine month periods ended
September 30, 2004 and 2003, options to purchase 294,167 and 514,785
shares of common stock, respectively, were outstanding, but were not
included in the computation of diluted EPS because the options' exercise
prices were greater than the average market price of the common stock
and thus would be anti-dilutive.

D) STOCK-BASED COMPENSATION

We grant stock options to our employees and directors. Such grants are
for a fixed number of shares with an exercise price equal to the fair
value of the shares at the date of grant. As permitted by SFAS No. 123,
"Accounting for Stock-Based Compensation", we account for stock option
grants in accordance with Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees" and FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation." Accordingly, we have adopted the
provisions of SFAS No. 123 through disclosure only.

No stock-based employee compensation cost is reflected in net loss, as
all options granted under those plans had an exercise price equal to the
fair market value of the underlying common stock on the date of grant.
The following table illustrates the pro forma effect on net loss and
earnings per share if we had applied the fair value recognition
provisions of SFAS No. 123 and SFAS No. 148 to stock-based employee
compensation (in thousands, except per share data):

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------

Net income (loss) - as reported................... $164 ($1,746) ($1,791) ($6,552)
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards........................... 2,044 3,146 7,593 13,159
------------- ------------- ------------- -------------
Net income (loss) - pro forma .................... ($1,880) ($4,892) ($9,384) ($19,711)
============= ============= ============= =============

Basic net income (loss) per share - as reported... $0.01 ($0.08) ($0.08) ($0.29)
Basic net income (loss) per share - pro forma..... ($0.08) ($0.22) ($0.41) ($0.87)

Diluted net income (loss) per share - as reported. $0.01 ($0.08) ($0.08) ($0.29)
Diluted net income (loss) per share - pro forma... ($0.08) ($0.22) ($0.41) ($0.87)

The fair value of options on their grant date was measured using the
Black-Scholes option pricing model. Key assumptions used to apply this
pricing model are as follows:

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2004 2003 2004 2003
------------- ------------- ------------- -------------

Average risk-free interest rate................... 3.51% 3.14% 3.41% 2.87%
Expected life of option grants.................... 5 years 5 years 5 years 5 years
Expected volatility of underlying stock........... 94% 96% 94% 96%
Expected dividend yield........................... - - - -

E) BUSINESS SEGMENTS

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

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

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2004 2003 2004 2003
------------- ------------- ------------- --------------

United States.................................... $3,202 $1,995 $7,096 $5,794
Germany.......................................... 1,121 729 3,474 1,279
Rest of World.................................... 238 331 1,318 746
------------- ------------- ------------- --------------
$4,561 $3,055 $11,888 $7,819
============= ============= ============= ==============

F) RECENT ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued FASB Interpretation No. 46-R (FIN
46-R) a revised interpretation of FASB Interpretation No 46 (FIN 46).
FIN 46-R requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the
entity do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support
from other parties. The provisions of FIN 46-R are effective immediately
for all arrangements entered into after January 31, 2003. For all
arrangements entered into after January 31, 2003, we are required to
continue to apply FIN 46-R through the end of the first quarter of
fiscal 2004. For arrangements entered into prior to February 1, 2003, we
are required to adopt the provisions of FIN 46-R in the first quarter of
fiscal 2004. We do not have any equity interests that would change our
current reporting or require additional disclosures outlined in FIN
46-R.

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

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

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

RESULTS OF OPERATIONS

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

Product sales decreased 32% from $1.4 million in the third quarter of 2003 to
$1.0 million in the current year quarter. As a percentage of total revenue,
product sales decreased from 47% in the third quarter of 2003 to 21% in the
current year quarter. For the nine months ended September 30, product sales
increased 18% from $2.7 million in 2003 to $3.2 million in 2004. As a percentage
of total revenue, product sales decreased from 35% in the first nine months of
2003 to 27% in the corresponding period of 2004.

For the three month period, the dollar decrease was primarily due to a $305,000
decrease in revenue from the sale of hardware products and a $149,000 decrease
in revenue from the sale of software products. For the nine month period, the
dollar increase was primarily due to a $371,000 increase in revenue from the
sale of software products and a $130,000 increase in revenue from the sale of
hardware products.

CONTRACT REVENUE. Contract revenue consists primarily of license and
engineering service fees that we receive under agreements with our customers to
develop ADSL chipsets.

Contract revenue increased 270% from $0.7 million in the third quarter of 2003
to $2.6 million in the current year quarter. As a percentage of total revenue,
contract revenue increased from 23% in the third quarter of 2003 to 56% in the
current year quarter. For the nine months ended September 30, contract revenue
increased 154% from $2.2 million in 2003 to $5.6 million in 2004. As a
percentage of total revenue, contract revenue increased from 28% in the first
nine months of 2003 to 47% in the corresponding period of 2004.

For the three month period, the dollar increase was primarily due to $1.9
million from new ADSL agreements with existing customers. The increase in

contract revenue resulted in an increase in accounts receivable in the current
quarter. For the nine month period, the dollar increase was primarily due to
$2.3 million from new ADSL agreements with existing customers.

Despite the increase in contract revenue for the three and nine month periods,
prospective ADSL chipset licensees have been reluctant to begin new development
projects given: (i) generally weak worldwide economic conditions, (ii) a
difficult and uncertain environment in the semiconductor and telecommunications
industries, and (iii) intense ADSL chipset competition and falling chipset
prices. During the last several years, customers and potential customers
cautiously evaluated new chipset projects or delayed or cancelled projects in
the face of such conditions. We are uncertain when the economic and market
conditions we faced over the last several years will materially improve.

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

Royalties increased 10% from $0.9 million in the third quarter of 2003 to $1.0
million in the current year quarter. As a percentage of total revenue, royalties
decreased from 31% in the third quarter of 2003 to 23% in the current year
quarter. For the nine months ended September 30, royalties increased 5% from
$2.9 million in 2003 to $3.0 million in 2004. As a percentage of total revenue,
royalties decreased from 37% in the first nine months of 2003 to 26% in the
corresponding period of 2004.

For the three month period, the dollar increase was primarily due to a $67,000
increase in revenue from software product royalties. For the nine month period,
the dollar increase was due to an $87,000 increase in revenue from software
product royalties and a $69,000 increase in ADSL royalties.

Our ADSL royalty revenue comes predominantly from chipset sales by Analog
Devices, Inc. ("ADI"), and Infineon Technologies AG ("Infineon"). Despite steady
growth of worldwide ADSL subscribers over the last several years, the
availability of ADSL chipsets from a number of suppliers and intense competition
among those suppliers has caused chipset prices to drop sharply. Additionally,
the rate of deployments of ADSL service in geographic areas where chipsets based
upon our technology have been sold leveled off or declined. We are uncertain how
quickly sales of our customers' chipsets will increase and whether they will
contribute meaningful royalties to us.

COST OF PRODUCT SALES. Since the cost of software product sales is
minimal, cost of product sales consist primarily of the cost of hardware product
sales. Cost of product sales decreased 32% from $293,000 in the third quarter of
2003 to $198,000 in the current year quarter. As a percentage of product sales,
cost of product sales was approximately 20% in both the third quarter of the
current and prior year. In terms of dollars, the decrease in cost of product
sales was primarily due to lower sales of hardware products. The dollar decrease
in product margins was primarily due to lower sales of hardware, and a lower
proportion of software sales in the product revenue mix.

For the nine months ended September 30, cost of product sales increased 16% from
$629,000 in 2003 to $730,000 in 2004. As a percentage of product sales, cost of
product sales was approximately 23% in both the first nine months of the current
and prior year. In terms of dollars, the increase in cost of product sales was
primarily due to higher sales of hardware products. The dollar increase in
product margins was primarily due to a higher proportion of software sales in
the product revenue mix.

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

Cost of contract revenue increased 51% from $0.4 million in the third quarter of
2003 to $0.7 million in the current year quarter. As a percentage of contract
revenue, cost of contract revenue decreased from 65% in the third quarter of
2003 to 26% in the current year quarter. For the nine months ended September 30,
cost of contract revenue increased 100% from $1.0 million in 2003 to $2.0
million in 2004. As a percentage of contract revenue, cost of contract revenue
decreased from 45% in the first nine months of 2003 to 35% in the corresponding
period of 2004.

For the three and nine month periods, the dollar increase in cost of contract
revenue was primarily due to more customer projects. Since our cost of contract
revenue is based on the level of effort we expend on customer projects and the
number of customer projects increased in the first three quarters of 2004, cost
of contract revenue increased as well.

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

Research and development expense decreased 15% from $3.0 million in the third
quarter of 2003 to $2.5 million in 2004. As a percentage of total revenue,
research and development expense decreased from 97% in the third quarter of 2003
to 55% in the current year quarter. For the nine months ended September 30,
research and development expense decreased 19% from $9.5 million in 2003 to $7.7
million in 2004. As a percentage of total revenue, research and development
expense decreased from 122% in the first nine months of 2003 to 65% in the
corresponding period of 2004.

The dollar decrease in the three month period was primarily due to decreases of
$140,000 for salary and fringe benefits and $117,000 for depreciation expense.
The dollar decrease for the three month period was also due to higher spending
of $67,000 on customer projects resulting from the shift of engineers from
internal research and development projects, where spending is classified as
research and development expense, to customer projects, where spending is
classified as cost of contract revenue. This shift occurred because we had more
customer projects in the current quarter than the comparable quarter of the
prior year.

The dollar decrease for the nine month period was primarily due to $631,000 of
higher spending on customer projects resulting from the shift of engineers from
internal research and development projects, where spending is classified as
research and development expense, to customer projects, where spending is
classified as cost of contract revenue. This shift occurred because we had more
customer projects in the first nine months than the comparable period in the
prior year. The dollar decrease in the nine month period was also due to
decreases of $460,000 for salary and fringe benefits and $298,000 for
depreciation expense.

Our research and development spending is principally focused on projects related
to core ADSL technology, including our StratiPHY(TM) family of chips and
developments associated with ADSL, VDSL and bonding multiple DSL transmissions,
as well as for test and diagnostics technology, Dr. DSL(R), G.SHDSL, wireless
local area network communications, and other development projects. Our VDSL
technology is targeting the VDSL2 standard that is under development at

the International Telecommunications Union ("ITU") standards body. This standard
supports very high data rate transmission over short distances on twisted pair
telephone lines.

SELLING AND MARKETING EXPENSE. Selling and marketing expense consists
primarily of salaries for sales and marketing personnel, travel, advertising and
promotion, recruiting, and facilities expense. Sales and marketing expense
decreased 18% from $637,000 in the third quarter of 2003 to $521,000 in the
current year quarter. As a percentage of total revenue, sales and marketing
expense decreased from 21% in the third quarter of 2003 to 11% in the current
year quarter. For the nine months ended September 30, selling and marketing
expense decreased $45,000 or 2% and was approximately $1.8 million in both 2003
and 2004. As a percentage of total revenue, selling and marketing expense
decreased from 23% in the first nine months of 2003 to 15% in the corresponding
period of 2004.

For the three month period, the dollar decrease was attributable to $77,000 of
lower spending on salary and fringe benefit costs, and $26,000 of lower travel
related expenses. For the nine month period the dollar decrease was primarily
due to $54,000 of lower salary and fringe benefit costs and $33,000 of lower
travel related costs, which were partially offset by $43,000 of higher tradeshow
costs.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
consists primarily of salaries for administrative personnel, facilities costs,
bad debt, audit, legal, stock exchange fees and insurance expenses. General and
administrative expense increased 6% from $598,000 in the third quarter of 2003
to $634,000 in the current year quarter. As a percentage of total revenue,
general and administrative expense decreased from 20% in the third quarter of
2003 to 14% in the current year quarter. For the nine months ended September 30,
general and administrative expense was approximately $1.9 million in both 2003
and 2004. As a percentage of total revenue, general and administrative expense
decreased from 24% in the first nine months of 2003 to 16% in the corresponding
period of 2004.

For the three month period, the dollar increase was primarily due to a $75,000
reduction to bad debt expense recorded in the prior year which was partially
offset by a $25,000 decrease in insurance costs in the current quarter.

INTEREST INCOME. Interest income increased 5% from $136,000 in the third
quarter of 2003 to $143,000 in the current year quarter. For the nine months
ended September 30, interest income decreased 18% from $463,000 in 2003 to
$381,000 in 2004. For the three month period the dollar increase was primarily
due to higher interest rates earned on our cash balances. For the nine month
period the dollar decrease was primarily due to lower interest rates earned on
our cash balances. Gross realized gains on available for sale securities were
zero and $665 for the quarter and nine months ended September 30, 2004,
respectively, and were $3,463 and $11,912 for the quarter and nine months ended
September 30, 2003, respectively. There were no gross realized losses during
those periods.

INCOME TAXES. We made no provision for income taxes in the first nine
months of 2004 and 2003 due to net losses incurred. In 2002, we determined that
due to our continuing operating losses as well as the uncertainty of the timing
of profitability in future periods, we should fully reserve our deferred tax
assets. As of September 30, 2004, our deferred tax assets continue to be fully
reserved. We will continue to evaluate, on a quarterly basis, the positive and
negative evidence affecting the realizability of our deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004, we had cash, cash equivalents, short-term investments and
investments of $36.9 million, which represents a decrease of $2.0 million from
December 31, 2003. The decrease is primarily due to $2.0 million of cash used in
operations.

Cash used in operations in the first nine months of 2004 was primarily the
result of operating losses and working capital requirements. Capital spending
was primarily related to the purchase of computer hardware and software, and
laboratory equipment used principally in engineering activities.

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

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2003, the FASB issued FASB Interpretation No. 46-R (FIN 46-R) a
revised interpretation of FASB Interpretation No 46 (FIN 46). FIN 46-R requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The provisions of FIN 46-R
are effective immediately for all arrangements entered into after January 31,
2003. For all arrangements entered into after January 31, 2003, we are required
to continue to apply FIN 46-R through the end of the first quarter of fiscal
2004. For arrangements entered into prior to February 1, 2003, we are required
to adopt the provisions of FIN 46-R in the first quarter of fiscal 2004. We do
not have any equity interests that would change our current reporting or require
additional disclosures outlined in FIN 46-R.

RISK FACTORS

We believe that the occurrence of any one or some combination of the following
risk factors could seriously harm our business.

OUR QUARTERLY RESULTS ARE UNPREDICTABLE AND MAY FLUCTUATE SIGNIFICANTLY

Our quarterly revenue and operating results are difficult to predict and may
fluctuate significantly from quarter to quarter. Because our revenue components
fluctuate and are difficult to predict, and our expenses are largely independent
of revenues in any particular period, it is difficult for us to accurately
forecast revenues and profitability. We generally recognize contract revenues
ratably over the period during which we expect to provide engineering services.
While this means that contract revenues from current licenses are generally
predictable, changes can be introduced by a reevaluation of the length of the
development period, or by the termination of a contract. The initial estimate of
this period is subject to revision as the product being developed under a
contract nears completion, and a revision may result in an increase or decrease
to the quarterly revenue for that contract. In addition, accurate prediction of
revenues from new licensees is difficult because the development of a business
relationship with a potential licensee is a lengthy process, frequently spanning
a year or more, and the fiscal period in which a new license agreement will be
entered into, if at all, and the financial terms of such an agreement are
difficult to predict. Contract revenues also include fees for engineering
services, which are

dependent upon the varying level of assistance desired by licensees and,
therefore, the revenue from these services is also difficult to predict.

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

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

|X| market acceptance of our broadband technologies by semiconductor
companies;
|X| the extent and timing of new license transactions with
semiconductor companies;
|X| changes in our and our licensees' development schedules and
levels of expenditure on research and development;
|X| the loss of a strategic relationship or termination of a project
by a licensee;
|X| equipment companies' acceptance of integrated circuits produced
by our licensees;
|X| the loss by a licensee of a strategic relationship with an
equipment company customer;
|X| announcements or introductions of new technologies or products
by us or our competitors;
|X| delays or problems in the introduction or performance of
enhancements or of future generations of our technology;
|X| failures or problems in our hardware or software products;
|X| delays in the adoption of new industry standards or changes in
market perception of the value of new or existing standards;
|X| competitive pressures resulting in lower contract revenues or
royalty rates;
|X| personnel changes, particularly those involving engineering and
technical personnel;
|X| costs associated with protecting our intellectual property;
|X| the potential that licensees could fail to make payments under
their current contracts;
|X| ADSL market-related issues, including lower ADSL chipset unit
demand brought on by excess channel inventory and lower average
selling prices for ADSL chipsets as a result of market
surpluses;
|X| regulatory developments; and
|X| general economic trends and other factors.

WE EXPERIENCED NET LOSSES

We had a net loss during 2001, 2002, 2003 and the first nine months of 2004. We
expect that we will have a net loss for the current year. We may continue to
experience losses in the future if;

|X| the semiconductor and telecommunications markets do not improve;
|X| our existing customers do not increase their revenues from sales
of chipsets with our technology;
|X| new and existing customers do not choose to license our
intellectual property for new chipset products; or
|X| a profitable business does not emerge from our Dr. DSL efforts.

WE HAVE A UNIQUE BUSINESS MODEL

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

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

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

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

Our business could be seriously harmed if:

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

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

The royalties we receive are influenced by many of the risks faced by the ADSL
market in general, including reduced average selling prices ("ASPs") for ADSL
chipsets during periods of surplus. In 2000, 2001, and 2002, the ADSL industry
has experienced an oversupply of ADSL chipsets and central office equipment.
Excessive inventory levels led to soft chipset demand, which in turn led to
declining ASPs. As a result of the soft demand and declining ASPs for ADSL
chipsets, our royalty revenue has decreased substantially from the levels we
achieved in 2000. Price decreases for ADSL chipsets, and the corresponding
decreases in per unit royalties received by us, can be sudden and dramatic.
Pricing pressures may continue during the fourth quarter of 2004 and beyond. Our
royalty revenue may decline over the long term.

WE DEPEND SUBSTANTIALLY UPON A LIMITED NUMBER OF LICENSEES

There is a relatively limited number of semiconductor and equipment companies to
which we can license our broadband technology in a manner consistent with our
business model. If we fail to maintain relationships with our current licensees
or fail to establish a sufficient number of new licensee relationships, our
business could be seriously harmed. In addition, our prospective

customers may use their superior size and bargaining power to demand license
terms that are unfavorable to us and prospective customers may not elect to
license from us.

WE DERIVE A SIGNIFICANT AMOUNT OF REVENUE FROM ONE CUSTOMER

In 2001, 2002, 2003 and the first nine months of 2004, we derived 52%, 32%, 27%
and 28%, respectively of our total revenue from ADI. ADI was the first customer
to license ADSL technology from us in 1993, and their chipsets are the most
mature implementations of our technology in the market. Our royalty revenues to
date have been primarily due to sales of ADI chipsets that use our ADSL
technology. Our royalty revenue in the near term is highly dependent upon ADI's
ability to maintain its market share and pricing. The ADSL market has
experienced significant price erosion, which has adversely affected ADI's ADSL
revenue, which in turn has adversely affected our royalty revenue. To the extent
that ADI has lost market share, or loses market share in the future, is unable
to transition its product to support new ADSL2 and ADSL2+ standards, or
experiences further price erosion in its ADSL chipsets, our royalty revenue
could decline.

OUR SUCCESS REQUIRES ACCEPTANCE OF OUR TECHNOLOGY BY EQUIPMENT COMPANIES

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

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

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

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

OUR SUCCESS REQUIRES TELEPHONE COMPANIES TO INSTALL ADSL SERVICE IN VOLUME

The success of our ADSL licensing business depends upon telephone companies
installing ADSL service in significant volumes. Factors that affect the volume
deployment of ADSL service include:

|X| the desire of telephone companies to install ADSL service, which
is dependent on the development of a viable business model for
ADSL service, including the capability to market, sell, install
and maintain the service;
|X| the pricing of ADSL services by telephone companies;
|X| the transition by telephone companies to new ADSL technologies,
such as ADSL2, ADSL2+ and VDSL2
|X| the quality of telephone companies' networks;
|X| government regulations; and
|X| the willingness of residential telephone customers to demand
ADSL service in the face of competitive service offerings, such
as cable modems.

If telephone companies do not install ADSL service in significant volumes, or if
telephone companies install ADSL service based on other technology, our business
will be seriously harmed.

OUR INTELLECTUAL PROPERTY IS SUBJECT TO LIMITED PROTECTION

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

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

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

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

have infringed any third party's patents, we could be subject to substantial
damages and an injunction preventing us from conducting our business.

OUR BUSINESS IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE

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

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

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

WE FACE INTENSE COMPETITION FROM A WIDE RANGE OF COMPETITORS

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

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

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

ADSL services offered over copper telephone networks also compete with
alternative broadband transmission technologies that use the telephone network
as well as other network architectures. Alternative technologies for the
telephone network include symmetric high speed DSL (also known as HDSL, SDSL and
G.SHDSL), and very high speed DSL, also known as VDSL. These DSL technologies
may be based on techniques other than those used by ADSL to transport high-speed
data over telephone lines. While we are actively developing VDSL technology to
meet new VDSL2 standards, we are not certain that we will be able to participate
in future VDSL deployments. Alternative technologies that use other network
architectures to provide high-speed data service include cable modems using
cable networks, wireless solutions using wireless networks, and optical
solutions using fiber optics technology. These alternative broadband
technologies may be more successful than ADSL and we may not be able to
participate in the markets involving these alternative technologies.

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

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

We prepare our financial statements in accordance with generally accepted
accounting principles and certain critical accounting polices that are relevant
to our business. The application of these principles and policies requires us to
make significant judgments and estimates. In the event that judgments and
estimates we make are incorrect, we may have to change them, which could
materially affect our financial position and results of operations.

Moreover, accounting standards have been subject to rapid change and evolving
interpretations by accounting standards setting organizations over the past few
years. The implementation of new standards requires us to interpret and apply
them appropriately. If our current interpretations or applications are later
found to be incorrect, our financial position and results of operations could be
materially affected.

OUR STOCK PRICE MAY BE EXTREMELY VOLATILE

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

|X| quarterly fluctuations in our operating results;
|X| changes in future financial guidance that we may provide to
investors and public market analysts;
|X| changes in our relationships with our licensees;

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

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

OUR BUSINESS MAY BE AFFECTED BY GOVERNMENT REGULATIONS

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

ITEM 3:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

|X| Cash and cash equivalents, which consist of financial
instruments with original maturities of three months or less;
and
|X| Investments, which consist of financial instruments that meet
the high quality standards specified in our investment policy.
This policy dictates that all instruments mature in three years
or less, and limits the amount of credit exposure to any one
issue, issuer, and type of instrument.

We do not use derivative financial instruments for speculative or trading
purposes. As of September 30, 2004, we had $33.1 million in cash, cash
equivalents and short-term investments that matured in twelve months or less.
Due to the short duration of these financial instruments, we do not expect that
an increase in interest rates would result in any material loss to our
investment portfolio.

As of September 30, 2004, we had invested $3.8 million in long-term investments
that matured in one to three years. These long-term securities are invested in
high quality corporate securities and U.S. government securities. Despite the
high quality of these securities, they may be subject to interest rate risk.
This means that if interest rates increase, the principal amount of our
investment would probably decline. A large increase in interest rates may cause
a material loss to our long-term investments. The following table (dollars in
thousands) presents hypothetical changes in the fair value of our long-term
investments at September 30, 2004. The modeling technique measures the change in
fair value arising from selected potential changes in interest rates. Movements
in interest rates of plus or minus 50 basis points (BP) and 100 BP reflect
immediate hypothetical shifts in the fair value of these investments.

Valuation of securities Valuation of securities
given an interest rate given an interest rate
decrease of No change increase of
------------------------- in interest -------------------------
Type of security (100BP) (50 BP) rates 100 BP 50 BP
- -----------------------------------------------------------------------------------------------------------

Long-term investments with
maturities of one to three years $3,837 $3,804 $3,770 $3,705 $3,738

ITEM 4:
CONTROLS AND PROCEDURES

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

PART II. OTHER INFORMATION

ITEM 1:
LEGAL PROCEEDINGS

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

ITEM 6:
EXHIBITS

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

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

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

SIGNATURES

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

AWARE, INC.

Date: November 9, 2004 By: /s/ Michael A. Tzannes
----------------------
Michael A. Tzannes, Chief
Executive Officer

Date: November 9, 2004 By: /s/ Robert J. Weiskopf
----------------------
Robert J. Weiskopf, Chief
Financial Officer (Principal
Financial and Accounting Officer)