8-K

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 25, 2003

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 March 25, 2003, we announced that we had received a Nasdaq Staff Determination Letter. 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 March 25, 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 27, 2003

GRAPHON CORPORATION
  (Registrant)

BY: /S/ William Swain
——————————————
William Swain
Chief Financial Officer

EX-99

Press Release                                                                                 For Immediate Release

Company Contact:

Company Contact:William
Swain, GraphOn Corporation
1.800.GRAPHON
Bill.Swain@GraphOn.com

GraphOn Corp. Receives Nasdaq Staff Determination Letter

MORGAN HILL, CA, USA – March 25, 2003 – GraphOn® Corporation, (Nasdaq: GOJO) (www.graphon.com) a leading developer of business software for remote computing, today announced that on March 19, 2003 it had received a Nasdaq Staff Determination letter indicating that GraphOn fails to comply with the minimum bid price requirement for continued listing set forth in Marketplace Rule 4310(c)(4), and that its securities are, therefore, subject to delisting from The Nasdaq SmallCap Market.

The company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. While the company’s request stays the delisting until a final determination is made, there can be no assurance the panel will grant the company’s request for continued listing on the Nasdaq SmallCap Market.

About GraphOn Corporation

GraphOn’s award-winning software allows any display device to run any application over any type of connection, including low-bandwidth, dial-up, and wireless. GraphOn’s products instantly web enable UNIX, Windows, and Linux applications without any software modification, offering organizations of all types high performance remote access and a cost effective way to bring their applications to the web world — TODAY. GraphOn, which markets its solutions through OEM licenses, independent software vendors (ISVs), the enterprise, application service providers (ASPs), value-added resellers (VARs) and systems integrators, is headquartered in Morgan Hill, California 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 a registered trademarks of GraphOn Corp. All other trademarks belong to their respective owners.

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