8-K

                                  UNITED STATES
                       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 (Date of earliest event reported):
                                   May 2, 2005



                                  ULTICOM, INC.
             (Exact name of registrant as specified in its charter)


           New Jersey                     0-30121             22-2050748
 (State or other jurisdiction of        (Commission        (I.R.S. Employer
  incorporation or organization)        File Number)      Identification No.)


1020 Briggs Road, Mount Laurel, New Jersey                      08054
(Address of principal executive offices)                      (Zip Code)


                                 (856) 787-2700
              (Registrant's telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13a-4(c))


Item 2.02.  Results of Operations and Financial Condition.

           On May 2, 2005, Ulticom, Inc. issued a press release announcing its
preliminary financial results for the first quarter of fiscal year 2005, ended
April 30, 2005. A copy of the press release is attached hereto as Exhibit 99.1
to this report.

Item 9.01.  Financial Statements and Exhibits.

(c)  Exhibits:

      99.1      Press Release of Ulticom, Inc., dated May 2, 2005.


           In accordance with General Instruction B.2. of Form 8-K, the
information in this Current Report on Form 8-K, including Exhibit 99.1, is
furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, except as
shall be expressly set forth by a specific reference in such filing.





                                       2

                                    SIGNATURE

           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 hereunto duly authorized.


                                     ULTICOM, INC.


Dated:    May 2, 2005                /s/ Mark Kissman
                                     -------------------------------------------
                                     Name:   Mark Kissman
                                     Title:  Vice President of Finance and
                                             and Chief Financial Officer





                                       3

                                  EXHIBIT INDEX



Exhibit No.                           Description
- -----------                           -----------

  99.1               Press Release, dated May 2, 2005 issued by Ulticom, Inc.










                                       4

EX-99

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Ulticom Announces Preliminary First Quarter Fiscal 2005 Results

Mount Laurel, New Jersey, May 2, 2005 - Ulticom, Inc. (NASDAQ: ULCM), a leading
provider of service-enabling signaling software for wireless, wireline, and
Internet communications, today announced preliminary results for the first
quarter of fiscal year 2005, which ended April 30, 2005. Ulticom anticipates
sales for the quarter to be approximately $14 million, resulting in earnings of
approximately $0.05 to $0.06 per diluted share.

"The lower than expected results for the quarter are due to a slowdown in
carrier spending on certain Ulticom related projects and the corresponding
customer shipments of Signalware enabled products," said Shawn Osborne,
President and CEO of Ulticom. "Although these factors have affected our
near-term results, we remain focused on leveraging our OEM relationships,
efficient operations, and strong balance sheet to expand our position enabling
wireless and broadband services."

The Company is scheduled to release its final first quarter results in the first
week of June 2005, and will host a conference call following the release to
discuss the quarter results and update financial guidance.

About Ulticom:

Ulticom provides service-enabling, signaling software for wireless, wireline,
and Internet communications. Ulticom's products are used by leading
telecommunication equipment and service providers worldwide to deploy mobility,
location, payment, switching, and messaging services. Traded on NASDAQ, as ULCM,
Ulticom is headquartered in Mount Laurel, NJ with additional offices in the
United States, Europe, and Asia. For more information visit,
http://www.ulticom.com.


Note: This release may contain "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
There can be no assurances that forward-looking statements will be achieved, and
actual results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially from forecasts and
estimates are: risks associated with weaknesses in certain sectors of the global
economy generally, and in certain sectors of the telecommunications industry in
particular; risks associated with our dependence on a limited number of
customers for a significant percentage of our revenues; risks associated with
rapid technological changes in the telecommunications industry; risks associated
with making significant investments in the expansion of our business and with
increased expenditures; risks associated with holding a large proportion of our
assets in cash equivalents and short-term investments and the reduction of
prevailing interest rates; risks associated with our products being dependent
upon their ability to operate on new hardware and operating systems of other
companies; risks associated with our dependence on sales of our Signalware
products; risks associated with future networks not utilizing signaling systems
and protocols which our products are designed to support; risks associated with
the development and acceptance of new products and product features; risks
associated with our products having long sales cycles and our limited ability to
forecast the timing and amount of product sales; risks associated with the
integration of our products with those of equipment manufacturers and
application developers and our ability to establish and maintain channel and
marketing relationships with leading equipment manufacturers and application
developers; risks associated with our reliance on a limited number of
independent manufacturers to manufacture boards for our products and on a
limited number of suppliers for our board components; risks associated with
becoming subjected to, defending and resolving allegations or claims of
infringement of intellectual property rights; risks associated with others
infringing on our intellectual property rights and the inappropriate use by
others of our proprietary technology; risks associated with prevailing economic
conditions and financial trends in the public securities markets in general, and
in the decline in the stock prices of technology companies in particular,
including Ulticom; risks associated with the need for the Company to attract and
retain key personnel and risks associated with the increased difficulty in
relying on equity incentive programs to attract and retain talented employees
and with any associated increased employment costs. These risks and
uncertainties, as well as others, are discussed in greater detail in the filings
of Ulticom with the Securities and Exchange Commission, including our most
recent Annual Report on Form 10-K and subsequent reports on Form 10-Q. All
documents are available through the SEC's Electronic Data Gathering Analysis and
Retrieval system (EDGAR) at www.sec.gov or from Ulticom's web site at
www.ulticom.com. Ulticom makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after the
date any such statement is made.


Ulticom, Signalware and Programmable Network are trademarks or registered
trademarks of Ulticom, Inc.

Contact:    Chris Tunnard
            Ulticom, Inc.
            856 787 2972


                                       ###