8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------


                                 CURRENT REPORT
                                       on
                                    FORM 8-K


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: October 4, 2001



                              GRAPHON CORPORATION
              (Exact name of Registrant as specified in Charter)



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


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


  Registrant's telephone number, including area code: (408) 201-7100






Item 5.  Other Events

      On October 4, 2001, we announced that our revenue for the fiscal quarter
ended September 30, 2001 would approximate $1.0 million, being approximately 30%
of previously provided guidance.

      We attributed our revenue shortfall to the attacks on September 11, 2001
upon the World Trade Center and the Pentagon, which abruptly delayed or in some
cases interrupted ongoing sales efforts and contract negotiations. Additionally,
in order to reduce our operating costs, we have lowered management compensation,
as well as reduced our workforce by approximately 30%.




Item 7.  Exhibits

      (a)  Financial Statements - None

      (b)  Pro Forma Financial Information - None

      (c)  Exhibit

           Number         Description

           99.1           Press release dated October 4, 2001






                                     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:     October 16, 2001               GRAPHON CORPORATION
                                          (Registrant)

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

EX-99

GraphOn Offers Guidance for Third Quarter Revenue
Conference Call Scheduled for 4:30 p.m. EDT October 4, 2001

MORGAN HILL, CA, USA - October 4, 2001 - GraphOn(R) Corporation (Nasdaq: GOJO)
(http://www.GraphOn.com) today announced it would not meet its projected third
quarter revenue, citing the World Trade Center and Pentagon attacks as
instrumental in delaying many end of quarter deals. Focusing on long-term
profitability, the company took steps to achieve its plan to be EBITDA positive
in the fourth quarter of 2001 by cutting costs through the reduction of staff by
30%, lowered management compensation.

In the typical pattern for the software industry, GraphOn has consistently
closed most of its business in the final weeks of the quarter. While the third
quarter was on track to meet previous company guidance, the September 11
disaster abruptly delayed or in some cases entirely interrupted ongoing sales
efforts and contract negotiations. GraphOn's revenue in the third quarter was
approximately $1 million, which is approximately 30% of previously provided
guidance. The company said that while it believes many of the delayed
opportunities may close in the fourth quarter, some potential customers have
suffered irreparable hardships as a result of September's terrorist acts.

"Though the tragic events of September 11 intensified an already weakened
software economy, GraphOn intends to remain focused on our goal of being EBITDA
positive in the fourth quarter of 2001," said GraphOn CEO and President, Walt
Keller. "We expect that this setback is only temporary and we intend to
recapture as many of these sales opportunities as possible in the fourth quarter
while continuing our planned expansion into new markets, further supplementing
our current revenue plan. Our cash position remains healthy and our commitment
and confidence going forward is as strongly felt as ever."

GraphOn's offices in Concord, New Hampshire, Bellevue, Washington and company
headquarters in Morgan Hill, California, continue to operate as before with
engineering focused in New Hampshire and Washington and sales, marketing and
administration headquartered in Silicon Valley.

In conjunction with this release, the company will provide an investor update at
1:30 pm PST (4:30 pm EST) on Thursday, October 4 hosted by GraphOn President and
Chief Executive Officer Walt Keller, and Chief Financial Officer Bill Swain.

The conference call can be accessed by dialing 877-591-1124 ten minutes prior to
the call and asking for the GraphOn conference call, passcode "GRAPHON."
International participants may dial 706-634-1116. To listen to the conference
call on the web, go to (registration is required):
http://asp01sea.activate.net/intercall/graphon/registration/default.asp

About GraphOn Corporation
GraphOn's award-winning software allows any display device to run Windows(R),
UNIX(R), or Linux(R) applications over any type of connection, including
low-bandwidth, dial-up, and wireless. GraphOn's products instantly web enable
applications without any software modification, offering organizations of all
types a high performance, cost effective way to bring their applications to the
web world - TODAY. GraphOn, which markets its solutions directly to the
enterprise or through OEM licenses, independent software vendors (ISVs),
application service providers (ASPs), value-added resellers (VARs) and systems
integrators, is headquartered in Silicon Valley and is traded on the Nasdaq
under the ticker GOJO (Nasdaq:GOJO). For more information, please visit the
company's web site at http://www.GraphOn.com.

This press release contains statements that are forward looking as that term is
defined by the United States Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations that are subject to risks and
uncertainties. Actual results will differ due to factors such as shifts in
customer demand, product shipment schedules, product mix, competitive products
and pricing, technological shifts and other variables. Readers are referred to
GraphOn's most recent periodic and other reports filed with the Securities and
Exchange Commission.

GraphOn and GO-Global are registered trademarks of GraphOn Corp. All other
trademarks belong to their respective owners.